Ben 10 to Vampire
by Ten-Faced Paladin
Summary: Ben Tennyson is called to the monster school known as Youkai Academy. What will he see there? Who will he meet? Even more pressing, just what was he getting himself into now?
1. Omnitrix to Vampire

I do not own Ben 10 or Rosario+Vampire. They belong to their respective creators and not me.

Ben 10+Vampire

By Ten-Faced Paladin and ZK Chromedragozoid

Chapter 1: Omnitrix + Vampire

There was grim sky and a scraggly forest in the view of the young man. Next to him was a scarecrow-like sign which had the name 'Yokai Academy' written on it in Japanese. The nearby forest was leafless and every tree looked dead. Behind the young man was a cliff which dropped into the ocean. The scenery and the young man's nerves weren't helped by the various spiders, snakes, and bones that littered the ground.

This young man seemed to be completely average. He was at moderate height and was wearing a green jacket with a red tie. His pants were white and he had a pair of sneakers on. His hair was brown and cut short. His eyes were a deep green. On his wrist and underneath his sleeve was a small green bracelet that looked mechanical with a black and green symbol on it.

His name was Ben Tennyson.

Ben had changed in the 5 years since the days of his summer vacation with his cousin Gwen and Grandpa Max. It was that very summer 5 years ago which introduced him to the alien device called the Omnitrix and aliens from all over the galaxy.

Ben used to be impulsive and ready to jump into things without thinking. He had an ego to match his impatient streak. Of course, he was ten years old then. He had a better head on his shoulders now that he was fifteen. The Omnitrix had also changed since he first put it on. It used to be a large black and white object that was bulky and hard to hide. Over time, it somehow upgraded itself into its current form. Grandpa Max theorized that it was designed to upgrade itself over time. They had no proof otherwise so they went with it.

"Okay, Ben," the young man sighed to himself as he took in the scenery. "Now what are you going to do?"

Why was an American boy like Ben Tennyson somewhere in Japan? Well, that was a story in itself.

--FLASHBACK—

"_Japan, huh?" Grandpa Max grunted as he made some adjustments to his trusty RV, the Rust Bucket._

_Max was a heavyset man with short gray hair. He was always wearing Hawaiian shirts and had some of the weirdest tastes in food you would ever see. He was a kind man who you could go to for advice and he always was a part of Ben's life as he was growing up. He was also a retired member of a group of inter-planetary police calling themselves the Plumbers. It was their job to root out evil aliens and make sure the extraterrestrial citizens of Earth were at peace._

"_I know," Ben nodded. "I mean, they call me up to the office and state that I was selected for an exchange program to a school in Japan. Never told me why."_

"_That's what I want to know too," Ben's cousin Gwen agreed. "You're not exactly the brightest student out there."_

_Gwen Tennyson was Ben's cousin, but sometimes people took them for siblings. She had long red hair and was a pretty down to earth girl. She was kind of bossy and annoying when they were younger, but she had mellowed out a little during the years. She still ragged on Ben now and then when he was doing something admittedly stupid._

"_Well, don't be so sure," Max spoke from underneath his RV. "Japan is a hotbed of alien activity. It wouldn't surprise me if the Plumbers had something to do with Ben's exchange."_

"_You think so?" Ben pondered._

"_Alien activity?" asked Gwen suspiciously. "Since when?"_

"_Well, there are scattered reports all over the place," Max answered. "There was almost an invasion in Tokyo one time in the eighties."_

"_Really?" Ben gaped. "How'd we miss that?"_

"_Well, they started small," Max answered. "They also gave us a chance to get them away in a sort of competition."_

"_You're kidding," Gwen blinked. "So what happened?"_

"_Well, these aliens are called the Oni and they don't make a lot of sense in our views," Max answered as he got out from under the Rust Bucket. "Basically they had their computers pick a person completely at random to be Earth's champion to be pitted against theirs."_

"_That's totally unfair!" Ben cried._

"_Well, the Oni aren't too different from us," Max replied as he wiped the grease off his hands. "They look similar except they have horns, can fly, and can either shoot lightning or blow fire."_

"_Ouch," Gwen grimaced. "So how did this competition go?"_

"_Well, the Earth champion had ten days to catch the Oni champion by the horns," Max answered. "He managed to do it on day ten since the Oni champion kept flying away."_

"_That's…insane," Gwen blinked. She then turned to Ben. "So where is this school they're sending you to?"_

"_Some place called Youkai Academy," Ben answered as he looked at the sheet he had been given. "Doesn't tell me where the place is, just where I can be picked up."_

"_For good reason," Max answered. "Youkai Academy is a school for non-humans only. They are very strict about that."_

"_You know about this place, Grandpa?" asked Ben._

"_Yeah. The Plumbers have been keeping an eye on it from time to time," Max nodded. "What you both need to know that there are tons of non-human species on Earth. Some have been here so long we aren't even sure if they're aliens or not. Youkai Academy is one of the places where they can go to school and interact without fear of humans finding out about their identities."_

"_So what do they learn there?" asked Gwen, now very curious._

"_Everything humans do," Max answered. "But they also learn how to interact with humans too. Lots of the students have never met humans before. Still, Ben, you have to be very careful there. No one can figure out you're human. They retain the authority to actually kill humans who trespass there."_

"_WHAT?!" Ben and Gwen cried together._

"_It's one of the only places where they can be safe and learn," Max explained. "They have the land so they have the authority to do so."_

"_But why me?!" Ben asked, near panicked. "I mean, I'm human!"_

"_Not with the Omnitrix," Gwen replied. "You can convince them you're a shape-shifter or something."_

"_Right," Max nodded. "Not many known aliens attend, but all the students are from very old non-human species. You've probably heard of them in movies or something."_

"_What's that supposed to mean?" asked Ben._

"_You'll just have to find out," Max smiled. "Now if you'll excuse me, I have an appointment with the shower."_

-END FLASHBACK-

"Still doesn't explain why I have to be here," Ben sighed. "Oh well, might as well start heading out."

Slinging his bags over his shoulders, Ben headed out towards the only building in the distance. Maybe if he was lucky he would find someone who could tell him what to do.

Traveling through the landscape was a little freaky. The place had a weird aura of fear around it and Ben didn't like it one bit. Still, this might be what the students at the school liked so he had no real reason to complain. He noticed that numerous tombstones were littering the scenery, making him wonder if there really were that many human intruders or if they were just there for looks.

"Looks like it's out of a horror movie or something," Ben shivered.

"Look out!" some cried loudly in Japanese.

"Huh?" Ben blinked. By the time his mind processed what was said, he had already turned around. His eyes widened at what he saw barreling towards him. "Ahh!"

WHAM!!

"Ow," Ben groaned. He was flat on his back and feeling the pain from the impact. Last he saw, someone on a bike had barreled into him. It reminded him of when he and Vilgax had last tangled.

"I'm sorry," a soft female voice groaned. Ben rubbed his head and sat up.

"Don't worry about it," he managed to groan out. "I'm used to it. You okay?" He was glad for those Japanese language lessons now.

"Yes," the girl nodded. "I'm so sorry. I'm a little anemic so I sometimes have fainting spells."

Ben had to admit that Japanese girls were really cute! She had long pink hair and a very pretty face. She had a leather chocker that had a silver cross hanging from it and beads connecting from the chain to the choker. She had a nice figure and was wearing a uniform similar to his, except with a short skirt.

"It's no problem," Ben chuckled. "Just be careful next time. Lemme help you up."

Standing up, he took the girl's hand and helped her to her feet. The two were standing close before the girls eyes seemed to glaze over.

"Uh…you okay?" Ben blinked in confusion.

"Yes," the girl sighed. "You…smell so nice."

"Uhhhh, thanks?" Ben blinked. The girl leaned in closer. "Hey…"

"I'm sorry," the girl sighed softly. "But…I'm…a vampire."

Before Ben could blink, the girl had wrapped her arms around his shoulders and pressed her face into his neck. She then quickly dug her tooth into his neck and bit down, puncturing his skin and drawing out blood.

CHUUU!!

"Ow!" Ben yelped in pain. He struggled for a moment before the girl backed away, looking mortally embarrassed. "Hey! What did I do to you?"

"I'm sorry!" the girl blushed profusely. "It's just your blood smelled so nice and I couldn't help myself! I really am sorry!"

"Yeah," Ben grimaced as he checked the wound. It was already healing and it wasn't bleeding anymore. "Anyway, do you even have a name?"

"Yes. I am Moka Akashiya," the girl smiled with a bow.

"Name's Ben Tennyson," Ben grinned. "Or is that Tennyson Ben over here? I forget."

"You're foreign?" asked Moka. "Where are you from?"

"From the United States of America," Ben grinned. "Nice to meet you. So…are you really a vampire?"

"Yes," Moka nodded shyly. "Do you…hate vampires?"

"Heck no!" Ben answered quickly. He didn't want to upset the girl, especially since she was rather attractive to boot. "I've never met a vampire before. To be honest, I thought they only existed in movies."

"Oh," Moka blinked. She then smiled. "Well, we exist. I'm living proof! Do you want to be friends?"

"Sure!" Ben grinned. "To tell you the truth, when I was a kid, I've always wanted to meet a real vampire." The last 'vampire' he'd met had been Zombozo but he didn't count.

"Really?!" Moka gasped in delight. Her eyes seemed to take in a sparkle of some kind. "That's great! I was so worried that I wouldn't know anyone here!"

"Hey, at least you're in your own country," Ben grinned. "I'm a long way from home so having a friend is something good for me."

"You're right," Moka nodded softly. Ben was a long way from home. She was just a couple of cities away from her home. He was just as much in need of a friend as she was. He was probably hiding it better than most though.

-TIME BREAK-

It had taken him some time, but Ben managed to find his classroom. He and Moka got separated at the welcoming ceremony since she had to park her bike and he needed to get there fast. It was then a rapid assignment and here he was.

"Okay!" the teacher cheered. "Welcome to Yokai Academy!"

Ben had to admit that if he had a teacher like this back home, he would have paid better attention. This teacher had short blonde hair, a spaghetti strap top and a short skirt. She sported a pair of cute glasses on her face and parts of her hair looked like cat ears. To top it off, a cat's tail was sticking out from her skirt.

"I'll be your homeroom teacher this year, Miss Nekonome!" the catty teacher continued to announce. Ben had to admit that the good cheer in the room was infectious. Even he was feeling ready to cheer.

"As everyone guessed, this is a school for monsters! Now, like it or not, humans run the world and we have to learn to coexist with them," Miss Nekonome explained. "This is the purpose of Yokai Academy, to coexist with the human world!"

Ben found himself glad that his grandpa's information was right. He was just as thankful that he had the Omnitrix in case he was forced to prove that he wasn't human. For some reason, he felt that it was going to be put through its paces for a while to come.

"But sensei," another kid growled. "Can't we just eat the humans? I could start with the cute girls."

Ben frowned at that comment. It was guys like him who gave non-humans a bad name. It was no wonder that people were afraid of aliens, monsters, etc. People like the guy who spoke kept thinking their species meant they could do whatever they wanted.

"That's silly!" Miss Nekonome sighed. "You won't be finding any humans here! All of the teachers and students are monsters!"

'_All but one,_' Ben thought to himself.

"Which brings us to rule number one!" Miss Nekonome spoke loudly. "You are not allowed to reveal your true forms to anyone! Not even to your fellow students! We are here to learn how to coexist with humans so please keep your true forms a secret."

"Easy," Ben grinned. It was staying in an alien form that was tough sometimes. He could only remain in alien form for 10 minutes at a time. That was the failsafe in the Omnitrix so that the personalities of the aliens didn't overwhelm his own. His thoughts then drifted to the cute vampire girl he'd met, Moka Akashiya. '_I wonder if Moka is doing well in her class. With her looks she's gonna be pretty popular_.' Ben had to admit that he wouldn't have minded dating Moka. She wasn't just pretty, but also sweet and kind. The again, knowing his luck some sports jock would pick her up. Girls never seemed to like the soccer guys.

"I'm sorry!" a familiar voice spoke up as the door opened. "I got lost after the ceremony and well…sorry I'm late!"

"That's okay," Miss Nekonome smiled. "Just take a seat anywhere."

Ben looked to see who had come in and his eyes widened. Speak of the devil…it was Moka herself! She strolled in the classroom, catching her breath after apparently running to find her classroom. All of the boys in the room (save for Ben) seemed to drop into trances as they watched her try to find a desk.

"That hair…"

"Those eyes…."

"That body…."

"No way that's a disguise," one of the boys drooled. "She's just too…"

"BEAUTIFUL!!!" the collected boys roared. The only one who wasn't was Ben and he was chuckling weakly. Apparently Moka was going to be more popular than he thought. As Moka came closer, Ben decided to be a friend.

"Hey, Moka," Ben smiled. "I didn't expect to see you in my class."

"Huh? Ben?" Moka blinked as she turned to who addressed her. She broke out in a huge smile when she recognized his face. "Oh Ben! It is you!"

Leaping forward, Ben found himself grabbed in a hug by his vampire friend. He couldn't help but grin. He liked how Moka greeted her friends. Plus it was kind of funny to see how the other boys were reacting.

"Hey! Who is that guy!?"

"How does a gaijin rate a hug!?"

"I heard Americans were forward, but to hug a girl in the middle of class?!"

Ben thought this was a great way to start the year.

-TIME BREAK-

"Wow!" Moka gasped as she took in one of the main hallways of the school. "This place is so clean! Neat!"

After class, Moka had wanted to explore the school and explain to Ben how some things in Japanese schools worked. She wasn't sure how much he knew about the school system in the east so she took in on herself to explain things to him.

Ben was quickly learning that Moka was a lot stronger than she looked. Way stronger. She was also an architecture nut. She loved new and old buildings because of the way that they were built. He was also learning that Moka's charm wasn't solely limited to the boys in their class. Everywhere they went Ben could see jaws drop and eyes bulge as Moka went past them.

He could also hear their whispers. They were either gawking over how cute Moka was or were grumbling about how he was holding hands with her. A couple were really pissed off that it was a foreigner that she was deciding to spend her time him. Grandpa Max warned that some Japanese weren't exactly thrilled with foreigners so Ben figured he had to watch his back.

Ben and Moka soon stopped at a vending machine for some drinks. Ben got himself what he could guess was soda while Moka got herself a can of tomato juice. She told him that, aside from blood, that she loved tomato juice.

"So, how do like Yokai Academy?" asked Moka.

"It's a whole lot different from the schools back where I come from," said Ben honestly. "We have book lockers, not shoe lockers."

"So, do you like it?"

"What's not to like?" he shrugged. "Life is all about new experiences. That's what my Grandpa Max always said."

"You and your grandfather must be really close," Moka admired.

"We are," Ben admitted. "I want to be just like him. It was 5 years ago that I really began to respect him."

"Why?" asked Moka.

"Um…" Ben gulped. He decided to change the subject, "That's a pretty long story." A very long one. One that involved alien technology, magic, mutant clowns, and a real nasty alien warlord.

"You speak Japanese pretty well," Moka noticed.

"I have Gwen to thank for that," smiled Ben.

"Gwen?"

"My cousin. We couldn't stand each other when we were kids but we get along pretty well now."

Moka envied Ben. He was close with his family, unlike herself. She really wished her family was like Ben's. They sounded like good people. As they were talking, a long-haired young man with a lip piercing came around the corner and leaned on the wall behind Moka.

"Hey, babe," the boy said as he leaned against the wall with his arms crossed and looking at Moka. "Moka Akashiya, right? Man, looks like I'm not the only one who thinks you're cute."

"Um, thanks," Moka nodded. "Who are you?"

"Ah, the name's Saizou," the boy introduced with a grin. "I'm one of your classmates."

"Oh…um," Moka nodded. "Good to meet you…I suppose."

"I'm sure. By the way," Saizou grinned before he reached out and suddenly grabbed Ben by the lapel of his jacket. Moka gasped in shock while Ben struggled with the other teen's strength. "Why is a girl like you hanging out with a complete wimp like this?"

Ben was really starting to hate this guy. Despite the rules, he began to roll up his sleeve to reveal his Omnitrix. '_Maybe I should introduce this guy to some my 'little friends'_,' thought Ben. Right now, any of his aliens could take Saizou. Well, maybe not any of them. Grey Matter was only good for his brains. Then, he remembered something his Grandpa Max had taught him. He just hoped it worked. He reached up and gripped Saizou's wrist, pressing onto a soft spot.

Saizou cringed in pain and let go of Ben who landed on his feet. Ben rubbed the wrinkles out of his shirt and returned Saizou's glare with his own. "I don't think the lady appreciates the gesture. So back off."

"You want to make something of it, Gaijin?" Saisou glared.

"What if I do?" remarked Ben, returning the glare with his own. Ben hated bullies. They just picked on people weaker than them. Ben had learnt to stand up for himself over the years. He'd stared Vilgax in the eye without flinching. Monster or not, Saizou was like every other typical bully Ben had to put up with.

Moka immediately got between Ben and Saizou. "I'm sorry, but we're in a hurry! Bye!" She grabbed Ben's arm and dragged the protesting her American friend away quickly to safety.

Taking refuge in one of the smaller hallways, Moka took a moment to catch her breath while Ben tried to smooth his uniform out. He was also trying to keep his temper in check. He really hated bullies.

"Woo! That was scary!" Moka sighed. She turned to her friend. "Weren't you scared at all?"

"Nah," Ben grinned. "Believe it or not, there are way scarier things than him. Besides, I REALLY don't like bullies." Memories of how JT and Cash would bully and harass him came to mind. Luckily he'd learnt to stand up to them. They left him alone when he started fighting back.

"Well, it was really nice of you. Thank you!" Moka smiled brightly.

"Ah, I'd do it again in a heartbeat," Ben smiled. "You're my friend aren't you?"

Moka didn't think she could smile any brighter if she tried. Ben was really turning out to be a wonderful friend, "Still, I don't want my only friend to get in trouble."

"What do you mean your only friend?" asked Ben in confusion. "I would have figured a nice girl like you would have made a whole mob of friends by now."

Moka giggled and stepped forward to stand in front of Ben. She had a shy blush on her cheeks and she averted her gaze. Ben couldn't help but think she was even cuter when she did it.

"Well…I'm not too good at making friends," Moka admitted. "And besides…"

"Besides what?" asked Ben.

"You've already let me suck you blood!" Moka smiled with a flush on your face. "You should be proud since your blood is just awesome! The texture, the aroma, the vitality, and there's even something in it I've never tasted before! Delicious!"

Rubbing his neck, Ben joked, "Geez, I never thought a friend would comment how great I tasted. I feel like a snack plate."

Moka giggled again. Taking part in the laughs, Ben and his new friend headed for the exit. They still had to deal with some gawkers who fell for Moka on the spot and started cursing Ben for his luck to hang out with such a hot girl.

"By the way, Ben," began Moka. "What kind of monster are you?"

"Isn't that against the rules?" he reminded.

"Oh, I forgot! But you already know I'm a vampire so I thought it'd be alright," she said.

"I'm a bit more complex," he told her. "And, well, you don't look like a vampire to me."

"Oh, that's because of this seal," Moka said, pointing at the cross hanging from her choker. "If it gets taken off, I can get REALLY scary."

"I find that hard to believe," Ben laughed but he'd learnt to never disregard such information.

"So Ben," Moka asked, as they got into the sunlight. "Where did you go to school anyway?"

"Huh?" Ben blinked. "Oh, I went to school like everyone else in my hometown."

"So you went to school in the human world?" Moka tried to clarify.

"If you mean I went to school with humans, then yes," Ben nodded.

"Oh. Well I think human schools are the worst," Moka huffed. "All through middle school everyone ignored me. They made fun of me and told me monsters and stuff didn't exist. Eventually I thought it would be better if I really didn't exist. I just hate humans!"

Ben flinched for a moment, feeling like Vilgax had just punched him right in the heart, "Hey, hold on there. Some humans may be jerks but they aren't all bad."

"Huh?" Moka blinked. "How can you be sure? How do you know not all humans are bad?"

"Because I'm human!" Ben answered quickly. A split second passed before he put a hand over his mouth. "Oh that was a nice secret."

"Wha-?" Moka gasped. "You? Human? H-how?"

"Not exactly sure," Ben sighed. "I was put on an exchange program to Japan. I was told I'm going to school here."

"Bu...but…but," Moka sputtered.

Ben sighed. Obviously Moka was having trouble accepting this. Sighing, he turned his back and began heading away from her.

"Ben?" Moka asked, still reeling from shock.

"I'll see you later," Ben answered as he waved back. That was all he said before he vanished in the midst of the trees. Moka watched him go before her shoulders slumped and her eyes were trained on the ground.

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"Geez," Ben sighed grimly as he leaned against a tree. "I can save the universe from evil warlords but I can't keep any friends around." He stared at the Omnitrix. "Maybe I should just leave. Even if I can turn into any alien I want, I can't realty fit in at a place like this. Sides, nobody is gonna miss some human like me."

He went to the bus stop and looked at the bus schedule before grimacing, "Aw, crap! I have to wait a month for my next ride? So much for that idea. Oh, well. Maybe if I stayed in my room for a month I'll be-" A sudden shriek pierced the air and Ben recognized that voice. "Moka!"

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Moka had been crying after Ben had run off. She'd said such a horrible thing to her. Even if he was human, she wouldn't have cared. All she ever wanted was a real friend and…she heard footsteps and spun around hopefully, "Ben?"

It was not Ben.

"Hey, babe," Saizou grinned in a sick and perverse way, "Miss me?"

Saizou lunged forward and grabbed Moka by the arm. She shrieked and struggled, but Saizou was much stronger than she was in her disguise. Pulling her deeper into the woods he threw her against some tombstones before shedding his jacket.

"Sorry," Saizou snickered as his body started to swell and his teeth began to sharpen. "I can never seem to hold my disguise when I get riled up."

Moka trembled in fear as Saizou's body grew ridges and his muscles bulged. She easily recognized what he was. Saizou was really an orc. They were mean creatures who didn't bow down to anyone.

"Hey, we're all monsters here," Saizou snickered as he reached out to Moka with his large hand. "Now gimmie a kiss."

"Noooooooooooo!!" Moka cried in fear.

"Hey! Ugly!" Ben snapped. Saizou looked up from where he was attempting to take advantage of Moka. "Get you hands off Moka!"

"Hmph!" Saizou snorted. "And what is some gaijin going to do about it? I heard western monsters are so weak anyway."

"Yeah right," Ben frowned. "Last warning. Let Moka go."

"Make me!" Saizou snorted.

"No Ben!" Moka cried, struggling against the large grip of Saizou. "Please run!"

"Not my style," Ben frowned. He held up his arm and pulled his sleeve back. A strange green bracelet with a black and white insignia on it was revealed to the light. Ben pressed something on it and the emblem popped up to as a holographic image with four arms appeared on it.

"Going hero!" Ben called before he pressed the insignia.

Ben's body grew to match the size of Saizou's, maybe an extra head or two in size. His skin turned dark red and his torso was covered in a white and black shirt. His pants turned black with bare two-toed red feet. He had two pairs of arms and both looked like they could smash things without much effort. His head was red and hairless with two pairs of yellow eyes. His upper left shoulder had the same symbol as on his watch on it

"Fourarms!" the new Ben Tennyson roared as he smashed his fists together.

* * *

**Omnitrix Encyclopedia**

**Fourarms A.K.A. Tetramand**

_These people come from the desert planet Khoros. It is a dystopian society which creates powerful warriors. They have the ability to create concussive blasts just by clapping their hands together. They are massive, which makes the completion of delicate or tasks in small places hard or impossible. Still, they are reliable fighters and they love to do what they do. In his younger days, Ben used this form the most since it suited his old fighting style: forward and without thinking._

* * *

"What the HELL?!" Saizou gasped in shock.

Moka gaped in complete amazement at what she was looking at. She couldn't believe that Ben was capable of changing his form like that. He had confessed that he was completely human, but how could a human do what she had just seen? She didn't think humans could change into giant four armed creatures.

"Ahhh," Fourarms grinned as he flexed his arms. "Just like riding a bike! I never forget!"

"Hmph!" Saizou grunted, turning away from Moka. "So you aren't the wuss I took you for. Don't know what the hell you are, but I'm not going to allow you to mess with my fun!"

With a roar, Saizou charged with his muscled arms raised. Fourarms gripped his fists and charged with preparation to fight back. Saizou attacked first with his muscled fist. Fourarms retaliated by grabbing the attack with his upper arms before punching Saizou in the gut with his lower fists. Saizou grunted and lost his breath before Fourarms pushed him back, gaining ground.

"Give up yet?" asked Fourarms with a smirk.

"No…way!" Saizou snapped before he unleashed a powerful uppercut into Fourarms' chin, knocking the alien back. The angry orc continued his attack by tackling Fourarms and smashing him into several tombstones and a tree.

"Agh!" the Tetramand groaned as he shook the stars out of his head. "Okay! Time to get serious!"

"Ben!" the voice of Moka cried before the girl in question dashed to his side.

"Huh? Moka?" Fourarms blinked. "Hey, you gotta get back! This is dangerous stuff!"

"I don't care!" Moka cried. "I just don't want you to get hurt!"

"Comes with the hero territory," Fourarms grunted as he began to get up. "Besides, I'm used to it."

As he was getting up, Fourarms' upper left hand missed its grip. Instead of grabbing a tombstone to help get up, he grabbed Moka's rosario. Oblivious to it, he pulled and with a loud metallic sound, the rosario came off cleanly.

"Huh?" Fourarms blinked as he looked at the cross in his hands. "Uh-oh."

Moka only had a moment to gasp before she was engulfed in a dark aura. Fourarms covered his eyes from the aura and peaked through his fingers to see what was happening to his friend. What he was seeing was freaky to say the least. Her hair turned silver and her fangs became more pronounced. He body also seemed to fill out. As Moka seemed to become more aware, Fourarms could see that her eyes had turned red and slitted.

"It can't be," Saizou gasped. "The aura, these red eyes, the S-Class monster! The vampire!"

"Yeah….I knew that," Fourarms gaped at his friend. It was like she was a completely different person now! Extremely hot, but dangerous at the same time. Boy did he know how to pick girls.

"Hmmm, how interesting," Moka-sama purred as she took in the sight of Fourarms. "I don't think I've ever seen a monster like you before. An American monster?"

"Well, I sure ain't from around here," Fourarms answered as he got to his feet. "You want in on this fight? You sure look like you can handle yourself."

"If only you knew," Moka-sama smirked. "I'll take him myself."

"Huh?" Fourarms blinked. "You sure about that?"

"Don't look down on me, Ben Tennyson," said Moka-sama coldly. "After this you have some explaining to do. I detest liars."

"Hey, I didn't lie!" Fourarms objected.

"You told my other self you were human. Right now there's nothing human about you."

"Well…most of the time I am," he answered with an embarrassed look on his face.

She snorted, "Whatever. I'll deal with you after I deal with this trash." She began to hop in place and then she stretched her arms. "It's been so long." She cracked her knuckles and flexed her fingers while popping her neck. "Looks like this might be a decent workout at least." She yawned a little. "Now, come on, orc. Didn't you want to give me a kiss?" she taunted.

"Don't mock me!" Saizou roared as he lunged at Moka-sama. His huge hand reached to grab Moka-sama. The silver-haired vampire reached out and grabbed his finger, effectively stopping his assault.

"Urk!" Saizou grunted, trying to move his arm.

"No way," Fourarms gaped.

"What's wrong? Didn't you want to give me a kiss?" Moka-sama asked mockingly. "Typical. All size and nothing else."

In a flurry of movement, Moka used a single kick which slammed into Saizou's head. The orc cried in pain as he was sent sailing through several trees with loud crashes. Fourarms was pretty sure that he had seen some of his teeth fly out of his mouth too. He could only blink at what he had seen Moka-sama accomplish.

"Wow," he blinked. "She might be able to take on Vilgax."

"Know your place," Moka-sama growled at the downed orc.

Turning to the four-armed being, she noticed that the insignia on his shoulder was flashing red. His entire body then flashed green before he returned to his human form. Frowning, she started walking towards him, determined to get some answers.

"You have ten seconds to explain what you just did," Moka-sama frowned. "I suggest you use them wisely."

"R-right," Ben nodded. He raised his arm and revealed the Omnitrix. "This thing I'm wearing is called the Omnitrix. Believe it or not, it's a piece of alien technology. It gives me the ability to change into any alien I want and use what abilities they have."

Moka-sama frowned slightly. Ben was slightly afraid that she would kick him like she did Saizou. He felt relieved when she released a sigh.

"Your tale sounds too farfetched to be true, but considering how humans believe monsters are not real, I have no room to talk," Moka-sama frowned. Reaching out, she grabbed her rosario. She warned, "However, you made a good choice to watch over my other side. Don't screw up."

With that, Moka-sama reattached her rosario to the chain. In a flash of light, her hair changed back to pink and everything about her softened back into the Moka that Ben knew. She was sleeping and falling, which Ben stopped by catching her.

"I have the strangest friends," Ben sighed.

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"So, aliens actually exist?" Moka asked with some disbelief.

Ben and Moka were hanging out at a crop of tombstones for some privacy. There, Ben explained about when he'd found the Omnitrix and some of the people he'd met since getting it. Moka found the fact that aliens might exist fascinating. The adventures Ben had were very exciting too.

"Sure do," Ben nodded. "Fourarms is one of them. I've got a bunch others in the Omnitrix too."

"Can I see?" Moka asked curiously.

"Sure," Ben smiled. Bringing up the Omnitrix, he activated it. A holographic image of Fourarms appeared. "Okay, this one is what I like to call Fourarms. Next is XLR8, a real speed freak…"

Moka sat next to Ben and listened to him explain. She was happy to know that their friendship had been fixed. She was actually looking forward to seeing what kind of things were going to happen next.

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The next day, Ben arrived at school with high spirits. Walking through the gate, he whistled a tune he'd heard his Grandpa Max whistle while driving the Rust Bucket.

"Ben!" he heard and turned around to see Moka running towards him.

"Oh, hey, Moka!" he waved. "Morning."

"Ben!" she shouted as she lunged at him and then grabbed onto him before biting his neck.

CHU!

"ACK!" Ben exclaimed as she began to drain him. Looks like his days in Youkai Academy weren't going to be dull after all.

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ZK Chromedragozoid: The first ever Rosario+Vampire and Ben 10 crossover. Now, some of you might be a little confused so I'll be brief. Ben NEVER removed the Omnitrix. It stayed on. He still has his old alien forms but the Omnitrix did change into its recalibrated form. He WILL gain the forms he uses in Alien Force but will use them along with the other forms. Hope you enjoy reading this as much as we did writing it.

Ten-Faced Paladin: Hey everybody. Well, this is the newest fic on the block and I hope it's as popular as some of my others. Information on the alien forms came from Wikipedia with some editing so don't jump down either of our necks if it is wrong. Fans of Alien Force don't fret. You'll see your favorite forms soon enough. Some of my favorites are part of that group so I am going to bring them in.


	2. Stinkfly to Vampire

I do not own Rosario+Vampire or Ben10. Those belong to their respective creators and not me. This document is being written for fun only.

Ben10 to Vampire

By Ten-Faced Paladin and ZK Chromedragozoid

Chapter 2: Stinkfly+Vampire

A week had passed since the incident involving Saizou and the rumor mill had kept spinning wild tales about it. It would appear that a demonic aura like Moka-sama's wasn't one that could be ignored. Also, Ben was said to be able to turn into a strange western monster that nobody had ever seen or heard of before. A four eyed and four armed red beast that could match Saizou's strength. They suspected that he'd been the one to defeat Saizou so fantastically but Ben knew the truth.

'_Like they would believe me_,' thought Ben. '_Moka was the one who finished him off_.' Thinking about his friend's dark side freaked Ben out a bit. Even if she was completely and utterly hot, Ben knew not to mess with a woman like that. She could snap him like a twig easily.

Moka was the only person in the entire school who knew he was human. She was also the only person who knew about the Omnitrix. It still fascinated her that a device like that existed. Her friend could turn into any number of aliens whose DNA was housed in it. It made her rethink of the existence of intelligent life beyond Earth and she herself wanted to explore space after hearing of Ben's adventures in the past.

Ben felt that it was a little ironic at how all the students and faculty members here were monsters disguised as humans, he was a human trying to pass of as a monster who was disguised as a human. The Omnitrix could help him convince others he wasn't human but with so many forms to choose from he may cause a lot of confusion.

Ben actually became a better wielder of the Omnitrix over the years. He found out how it worked though not as perfectly as he would've intended. He still couldn't find the Master Code which would allow him to switch into alien form at will or switch between them without needing to change back to human form. So far the Omnitrix's full potential was a mystery to him. He hadn't unlocked any new alien forms since s years ago but he knew the Omnitrix could absorb alien DNA. He eyed the students around him. Was it possible to absorb monster DNA? It wasn't human but it wasn't alien either. Maybe he could get Moka to donate some DNA and he could try it out. Of course, he doubted he could convince her other side to do it. She gave him the creeps and if he even asked if he could have some of her DNA, she may just take it the wrong way.

"Ben!!!" Ben heard before he was suddenly tackled from behind by the girl he had just been thinking about.

"Oh, Moka!" he blinked before he turned around to look at the girl. "Good morning."

"Good morning to you too, Ben," she smiled and then she whispered into his ear as she leaned up. "I need your…"

Ben sighed, "I know, I know." He rolled his eyes. "Drink up."

"Oh, thank you!" She then bit his neck. "CHU!" She took some of his blood. She pulled away after licking her lips. "Oh, it's as delicious as ever."

"Glad you liked it," Ben deadpanned as he rubbed the spot she'd bitten. "I feel like a juice box." Ever since that day, Moka would occasionally bite Ben and drink some blood. It still hurt, even if Moka kept saying how much she enjoyed it.

"Oh, but it's so good. I think I might be getting addicted," she confessed. Ben gulped. He imagined himself being drained completely. Of course, Moka was naked and so was he and…

He slapped himself in the face. '_Stupid thoughts_,' he thought. Moka was attractive, sure, but she was his friend. Still, the thought of dating her wasn't so unappealing. Maybe he could ask her out…once they got out of this school.

"Let's just get to class, OK," Ben told Moka. She smiled and took his hand as they both strolled into the entrance of the building. People began to whisper as they watched the pair enter and one girl had her eyes narrowed.

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Ben was walking out by the lake. He and Moka were going to eat lunch out there. Frankly, Ben wondered if Moka really needed to eat normal lunch food or if it was for the sake of disguise. Still, he wasn't going to argue eating lunch with a cute girl. The pink-haired vampire had a few things to do before she could join her friend, but Ben was more than willing to wait for her.

"As far as schools for monsters go, this place isn't so bad," Ben commented to himself. "Better than that prison satellite Tetrax brought me and Gwen to."

"Ohhhhh," a soft voice moaned from the trees.

"Huh?" Ben blinked as he turned to where he had heard the voice come from.

What he found was a female student stumbling out from the trees. She was wearing a variation of the student uniform with a yellow sweater vest instead of the green jacket. Her skirt was pretty short and her socks were bunched up on her legs. She had bright blue hair that was done up in a ponytail and was really cute. Ben's eyes trailed lower and noticed that she had an impressive pair of boobs too.

'_Woah! They're huge!_' Ben blinked in amazement before he snapped back to reality. '_Don't stare! This isn't the time! She's in trouble!_'

"Hey!" Ben called to the moaning girl. "Are you okay?"

"Ohhh, I think so," the girl moaned. "I'm just having trouble standing up."

"Oh, here then," Ben replied as he reached down. "Let me help you up. I can help you see the school nurse."

"Thank you," the girl sighed softly. She reached up and grabbed Ben's hand before allowing herself to be brought to her feet.

SMOOSH

That was before she leaned into Ben and pressed her impressive mounds into his chest. Ben blushed an atomic red as he felt her rub her assets against him. It was all he could do not to think impure thoughts at the wrong moment.

"I…I think it's my chest," the girl sighed. "It just feels different today."

'_I'll say it's different,_' Ben thought with a blush. '_Why can't the girls back home be like this girl? No! Bad thoughts! Don't think that way!_' If he ever thought like that Gwen would slap him. Heck, any girl he didn't know would slap him. "Well…um…maybe the nurse could…um…take a look."

"Oh, you're so sweet," she purred.

"I'm Ben by the way. Ben Tennyson," he introduced himself.

"Oh, I know," she smiled.

"You do?" Ben blinked.

"We're classmates."

"We are?"

"I sit in the back of the class but you probably don't notice since your attention is always on Moka."

"Well, she is my friend," said Ben.

"Maybe I can change that," smirked Kurumu as she looked deeply into his green eyes. Ben suddenly found himself feeling a little lightheaded. "I'm Kurumu Kuruno. Please be gentle with me okay?"

"Uhhhh," Ben mumbled, feeling lightheaded and confused.

"So," Kurumu purred as she traced lines up and down Ben's chest. "I heard you can change into a red four-armed monster that no one has ever seen before. Can you show me? Pretty please?"

"Sure," Ben mumbled in a daze. Raising the Omnitrix, he activated it. He scrolled through the alien forms that he had access to before landing on Fourarms. Pressing down on the Omnitrix, he let the change begin.

"Fourarms!" the crimson Tetramand called as he appeared from the flash of light.

"Wow! I've never seen a monster like you before!" Kurumu cried in amazement. She stepped forward and ran her hands across Fourarms' muscled chest. "Hmmm. Ripped and muscled too!"

"Hey, watch it with the hands," Fourarms frowned as he backed away. "Using your chest was bad enough."

"Huh?" Kurumu blinked. "You can think again?"

"What do you mean I can think again?" Fourarms frowned. "Why did I change anyway? Did you do something?"

"Uh…no!" Kurumu answered quickly. "I just asked for you to show me and you did. Can't you remember?"

"Um…" Fourarms scratched his head. "Well, do you still need to go to the infirmary?"

Before Kurumu could answer, Moka shouted, "Ben!"

"Oh, hey, Moka," Fourarms waved.

"Why did you change?" Moka asked and she noticed Kurumu. "And who are you?"

"Oh, just passing through," said Kurumu innocently while holding in her ire. "Well, I gotta go."

"Didn't you need to go to the infirmary?" asked Fourarms. She was acting like she was sick just a minute ago.

"Oh, I'm feeling better. Thanks for the concern," said Kurumu with a wink. "Ta ta!" she waved before running off.

"Such a strange girl," Moka frowned suspiciously. "So, Ben, can you change back? You know the rules."

"Oh, sure," said Fourarms. He touched the Omnitrix symbol and in a flash of green light he was back in human form. "That was weird. I didn't remember activating the Omnitrix," said Ben as he scratched his head while looking at his Omnitrix. "Weird."

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"Are you feeling alright?" asked Moka as she and Ben walked through the school hallway together.

"Of course," Ben answered. "Never better. Why?"

"I'm just worried."

"Don't be," he smiled reassuringly. "I got the Omnitrix, remember?"

"Yes…" Moka admitted.

As the pair headed through the halls, they weren't aware that they were being watched. Above them, Kurumu was watching them go with a frown on her face. So Moka thought she could get Ben all to herself did she? Well, she had another thing coming.

"You, Moka Akashiya!" she called out.

Both Ben and Moka stopped when they heard someone calling out to the pink-haired vampire. Both looked up to see Kurumu perched on a stair rail. Smirking, she leaped from the rail and landed on the ground. It didn't escape any male's notice, even Ben's, that her skirt had flipped up and revealed her panties on her way down.

"Woah! Look at that girl!"

"White panties!"

"She looks frail, but her boobs are huge!"

"Who knew there was another babe like Moka in the school!"

"My name is Kurumu Kuruno!" Kurumu announced as she pointed at Moka. "And I'm challenging you for the title of the school beauty!"

Moka blinked for a few moments in utter confusion. She was silent for a moment more before she pointed to herself, "Me?"

"Yes, you!" Kurumu frowned. She stepped forward and leaned in next to Moka. "I heard you're a vampire. Well I'm a succubus and I'm not going to lose in a contest of beauty!"

"A succubus!" Moka gasped. "But the rule…!"

"Well I don't care!" Kurumu frowned as she backed away. "Ever since day one the boys here have been drooling over you when they should be drooling over me! You're interfering with my master plan!"

"Master plan?" Ben blinked. He looked to Moka who only shrugged.

"That's right! My Yokai Academy Harem Plan!" Kurumu announced. "My plan was to seduce all the boys in school and make them my loyal servants! The problem is I can't do that when you're here taking them away, Moka Akashiya!"

"But…but…!" Moka sputtered, trying to defend her position, but she was really at a loss for words.

"Mom warned me about girls like her," Ben sighed as he rubbed his eyes.

"Anyway, to get my revenge and defeat you, I'm going to take your American stud, Ben Tennyson!" Kurumu announced.

"What?!" Moka gasped.

"What am I? A trophy?" Ben frowned. He stepped forward and frowned at Kurumu. "After hearing that, what makes you think I'm going anywhere with you?"

"Oh, I can be VERY persuasive," Kurumu purred. She leaned in close and drew circles on Ben's chest. Her eyes flashed momentarily, causing Ben to get dizzy and lightheaded.

"Ben…?" Moka questioned.

"Moka," Ben said tonelessly as he turned to face Moka. "I'm just a big juice box for you, aren't I?"

"No…" Moka tried to deny.

"Everyday you bite me and suck my blood. Well, I'm sick of it. Goodbye, Moka," said Ben as he hooked arms with Kurumu. "I'm with Kurumu. She seems like a much better friend anyway."

Moka began tearing up and then ran off crying. Kurumu smiled victoriously. Turing to her new conquest, she snuggled up to him.

"Yes!" she cheered. "OK, Ben, now take me somewhere where we can be alone…"

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Moka sat in between two buildings and sobbed uncontrollably. Was that really all she thought Ben as? A quick meal? It couldn't be. Still, it hurt a lot when she heard Ben accuse her of that.

"_How long are you going to sit there and cry?_" a tough female voice suddenly spoke out.

"Eh?" Moka gasped. She looked down and saw her rosario was hovering with the centre glowing a blood red. "Who…who are you?"

"_I am your other side,_" the voice answered. "_I am using the rosario as a medium to talk to you._"

"Ah…but…but why?" Moka asked, stunned by the shock. She had no idea that such communication was possible.

"_Because you're being deceived!_" her other side snapped. "_That girl told you she was a succubus. They have the ability to control men through a spell called Charm. She did it right in front of you!_"

"R-really?!" Moka gasped in shock.

"_Do you honestly think that Ben Tennyson would say something so cruel willingly?_" asked Inner Moka. "_That girl is using her Charm to make him her servant. But that isn't the worst of it._"

"What is?" asked Moka fearfully.

"_If someone under the influence of Charm kisses the caster, they become the caster's slave for the rest of their lives,_" Inner Moka explained. "_I shudder to think what a vindictive girl like her would do with the power of the Omnitrix on her side._"

"Oh, no!" Moka gasped. Getting up, she began to make a dash for the main school building. "Ben!"

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Kurumu laughed in the infirmary, as she cheered, "Yay! I made that wretched girl cry! I won! I won!" She eyed Ben who was with her, "And I won a stud."

Kurumu turned her seductive eyes on to Ben, who was sitting on a chair next to her. She couldn't help but imagine what he would be like. She had never bedded anyone yet, much less an American. She was curious as to what it would be like.

"You look sad, Ben," Kurumu purred as she put her hands on his shoulders and made him look up at her. "I know just the way to make you feel better."

Ben blinked dumbly before Kurumu pulled him closer and planted his face in the middle of her cleavage. If he was in the right state of mind, he would have been panicking at what was going on. As it was, he was just sitting there with his face buried in a girl's breasts.

"Just forget all about Moka," Kurumu spoke softly. "I'll make you feel really good."

Kurumu was about to pull Ben onto the bed to make her final move, but before she could even get her back on the bed, she felt him beginning to struggle. She tried to look him in the eye again, but he was already backing off and covering his face.

"Okay, enough!" Ben frowned. "Just what the heck did you do to me?"

"Wait, you mean you're not into me?" Kurumu huffed, feeling rejected. "I put all that effort into showing you I'm ready and available!"

"Well, someone who puts a spell on me and uses me against my friend is kind of a turn off," Ben retorted sarcastically.

"I put all that work into seducing you," Kurumu growled, obviously getting ticked off on a high level. "Some of it was embarrassing too! And you just turn me down?!"

Now something was up. Ben had an instinctual perception of danger and Kurumu was starting to radiate danger in waves. Deciding to try and get out of a bad situation, Ben attempted to calm her down, "Hey, now just calm down."

"Ooooooh!" Kurumu growled. "If I can't take you from Moka, then I'm going to make sure she can't have you either!"

"Hey, hang on a sec!" Ben gulped as he backed away from the angry bluenette. She was reminding him too much of Gwen when she got ticked off.

To Ben's shock, Kurumu sprouted a pair of bat-like wings from her back while a tail with a spade on the tip slipped out from under her skirt. Her nails had even lengthened and looked like they could cut up a lot of things. Namely Ben himself!

"Now I'm mad!" Kurumu the succubus growled.

"I really should stop being surprised by things like this," Ben gulped.

"Come here!" Kurumu growled as she lunged at Ben.

"Woah!" Ben cried as he ducked underneath the blow. Several deep gouges appeared in the wall where Kurumu had struck.

Rolling to the side, Ben pulled back his sleeve and activated the Omnitrix, "Okay, you wanna fly? Let's fly!"

Pulling up the alien of his choice, Ben pressed the face to begin the change. Ben's entire body shifted and mutated. His entire head was encased in a black carapace as four tentacle-like eyes popped out. His arms grew spindly as another set grew and his legs changed with them. His torso was covered in white carapace as a black abdomen grew out from his tailbone. A pair of orange wings sprouted from his back while the symbol of the Omnitrix appeared on his face.

"Stinkfly!" the alien insect grinned as he buzzed in the air.

* * *

**Omnitrix Encyclopedia**

**Stinkfly A.K.A. ****Lepidopterran**

_These aliens hail from a swamp-like world. They have the ability to see in four different directions and have the ability to shoot high pressure liquids from those eyes. The liquid can range from a flammable fluid to an immobilizing jelly. Their claws and stinger make for a good melee weapon. A weakness they have is their inability to swim and if water touches their wings, they lose the ability to fly. An odd annoyance to this species is the foul body odor they excrete, hence Ben's name for it._

* * *

"Ewww!" Kurumu gagged as she held her nose. "Please tell me that's not your true form!"

"It isn't!" Stinkfly snapped. "It's just one of the only ones I have that can fly without effort!"

"Good," Kurumu smirked. "I wouldn't want to ruin the image I have of you. No prepare to get swatted!"

"No way!" Stinkfly frowned as he began buzzing higher. "You gotta catch me first!"

Picking up speed, Stinkfly crashed through the infirmary window. Kurumu growled angrily before she took flight and followed. Both fliers were in the sky and one was diving at the other, hoping to disembowel him.

"Neener neener neener!" Stinkfly laughed as he stuck his tongue out at Kurumu.

"Get back here!" Kurumu hissed as she lunged for him again.

The angry succubus lunged at Stikfly again, aiming to slice off his wings. A wobbly eye turned to see if she was on his tail and wasn't disappointed to see Kurumu. Within inches of hitting Stinkfly's body, the alien insect buzzed into the air, avoiding the attack.

"Take this!" Stinkfly buzzed before shooting streams of green slime out of his eyes.

Kurumu was hit with the green slime which pushed her down towards the ground. She hit a tree, but the slime solidified into a jelly. The succubus struggled with the substance, but it was proving uncuttable by her nails.

"Gross!" she gagged. She turned up to glare at the one who did this to her, instead, she saw Stinkfly flying above her with his stinger aimed at her neck. "Eep!"

"Now, are you going to back off?" Stinklfy asked with a frown.

"Ulp," Kurumu gulped. "Um…yes."

"Good," Stinkfy nodded. "Now hold still."

Using his six pinchers, he began to shred the jelly which was holding her in place. After a few moments, the slime was gone and Kurumu was free. Buzzing back a little, Stinkfly's body flashed green before shifting back into Ben.

"I'm flattered you want to flirt with me and all," Ben frowned. "But I don't appreciate being used as a toy against my friend."

"Sorry," Kurumu frowned sadly.

Ben sighed and rubbed the bridge of his nose, "It's no problem. Just try not to get carried away again, will ya?"

"Sure," Kurumu smiled weakly.

"Cool," Ben nodded with a grin. "Well, see you around."

Ben waved and walked away. Kurumu watched him go for a moment before a soft smile took her face. She also adopted a soft blush on her cheeks.

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"Ben!" Moka cried out. Ben looked up from where he was walking and saw Moka running towards him. She looked like she had been crying.

"Moka," Ben blinked. He was instantly in front of her with a guilty frown. "Moka, I'm sorry about what I said. I wasn't in control of myself."

"It's okay. I know," Moka smiled. "You wouldn't say things like that to me. But are you okay? That Kurumu girl is dangerous."

"Ah, I took care of it," Ben smirked. "I don't think she's going to bother us anymore."

"Whew, I'm so relieved," Moka sighed happily.

"You're not the only one," Ben nodded. With such a gorgeous girl who was so free with her body, Ben would have had a hard time controlling himself. A few weeks ago he would have thanked God that such a girl was showing interest in him. Well, up until he heard about her harem plot anyway.

"Well, do you want to hang out?" Moka asked. "School is over after all."

"Sounds good to me," Ben grinned.

Moka's smile could have lit up a room.

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The next day, on their way to school, Kurumu suddenly glomped Ben and pulled his face into her chest. "Hello, darling!"

Ben's arms flailed about as his face began turning blue from being suffocated. Moka managed to pull him away and stood between Kurumu and him. "Leave him alone!" warned Moka.

"Oh, come on!" Kurumu rolled her eyes. "I'm not gonna hurt him."

"Could've fooled me," Moka narrowed her eyes.

"I just came to apologize about yesterday," said Kurumu before presenting a basket. "I even made cookies for Ben."

"Hey, I like cookies," Ben perked up but Moka eyed the confectionaries suspiciously.

"What's in them?" Moka asked.

"Taste them and you'll find out," she grinned. "But Ben gets the first taste."

Moving around Moka, Ben took a cookie and popped it into his mouth. He chewed and then smiled, "Hey, these are great!"

"Oh, thank you!" purred Kurumu. She then remembered something, "Oh, and Ben, I want to know what you are."

"W-what do you mean?" he stuttered. "Ain't that against the rules or something?"

"Like I care," she snorted. "I've seen you change into a four armed giant and then you change into a huge bug. What's your secret?" He grabbed her wrist. "Huh?"

"Let's go find somewhere private to talk. You too, Moka," whispered Ben before he dragged Kurumu along with him as Moka followed.

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"Aliens? Are you serious?" Kurumu questioned.

Ben had told Kurumu about the Omnitrix and the aliens within. To say she was surprised was an understatement.

"Well, of course," Ben spoke up.

"That would explain why I didn't recognize them," said Kurumu thoughtfully.

"I thought the same thing," added Moka. "But please keep this a secret."

"Oh, I will," said Kurumu as she hugged Ben. "I'm glad Ben decided to share his secret with me."

"I'm also curious about your plan, though," Ben said. The thought had been bugging him for a while. "Why did you try to create a harem?"

"Oh, well, my race is dying out, you see," explained Kurumu. "So, it's become the duty of each succubus to find a Destined One so we can repopulate. I just tried to use my Charm ability to look for him." She then tightened the hug. "And I found him!"

"Say what!?" exclaimed Ben in shock.

"That's right, honey! You're my Destined One!"

"He can't be!" Moka cried, grabbing Ben's free arm.

"He is so!" Kurumu frowned as she pulled Ben back by his torso. "We're meant to be!"

Ben was starting to get a headache. What had he gotten himself into now?

"No, he's mine!" Moka lunged forward and bit his neck. "CHU!"

"OW!" Ben exclaimed.

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ZK Chromedragozoid: And once again, Ben gets a new friend. Unfortunately, she isn't interested in just being friends. Kurumu now knows about the Omnitrix and Ben's secret. Well, hope she can be a better ally than a villain. So, you all know what's coming next, right?

Ten-Faced Paladin: Well, here's chapter 2. The reviews have been great and I hope they don't stop. Well, Kurumu joins the scene and gets her butt kicked by Stinkfly. Those who know Rosario+Vampire know who is coming next.


	3. Cannonbolt and Wildmutt to Vampire

I do not own Rosario+Vampire or Ben10. Those belong to their respective creators and not me. This document is being written for fun only.

Ben10 + Vampire

By Ten-Faced Paladin and ZK Chromedragozoid

Chapter 3: Cannonbolt and Wildmutt + Vampire

Ben was at his desk in his dorm room, writing a letter for his Grandpa Max. This one would be the unedited version as he would be sending another one to his parents. The problem was that he wasn't sure what to write about and there was a lot to write about. After all, it wasn't everyday a kid who could change into over ten different aliens ended up in a school of monsters.

Tapping his pencil on his desk, he then started to write, "Dear, Grandpa Max. Thanks for telling me about Youkai Academy. You were able to get me ready for what I was going to face. And, thanks to the Omnitrix, I was able to hide my human status. A lot of stuff has been going on here. I've made some pretty good friends. They may be monsters, but they are good people. Their names are Moka Akashiya and Kurumu Kurono. Let's just say life isn't really dull with them around…"

Ben continued to write, mostly about how he'd met both girls. "It's been interesting to say the least but I'm dealing with it like a Tennyson. You'll be proud of me, Grandpa. Oh, and tell Gwen I said hi. Hope you're both doing OK."

Ben stretched and tapped his pencil against his chin. "OK, now how am I gonna get this letter delivered?" He hadn't thoughts things through.

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A new day had arrived at Youkai Academy and Ben was just heading downstairs. He could see some of his dorm mates just waking up and some of them had accidentally assumed their true forms. One had a pig's head while another had an elongated neck. Shaking his head, Ben headed for the exit. He was thankful that his dorm room had a shower.

He walked out of the dorm building and took in his surroundings. "Still feels like I'm in the middle of a horror movie set." He chuckled, expecting a monster to jump out from the bushes and attack. Well, one monster particularly. Moka would definitely show up and give her one of her good morning kisses/bites.

He'd seen vampires in movies and Moka was definitely not like them. She wasn't undead and she wasn't affected by sunlight. She did get sun burnt. To Ben, she just looked like a hot and average girl with that girl-next-door charm. Kurumu, of course, would throw herself at him and suffocate him with her breasts. Wouldn't be a bad way to die, though.

Shaking his head, Ben continued on his way to school. To most people who'd heard the rumors, Ben was in truth a western monster who was ten feet tall, with red skin and four arms with the strength to match. They didn't know the Omnitrix and it would stay that way. Only Moka and Kurumu knew and Ben trusted them.

Whistling a tune, Ben walked through the gate, only to have Moka suddenly appear at his side. "And a good morning to you, Moka!" he greeted.

"Good morning, Ben," she smiled softly. "May I…?"

Ben sighed. "Fine," he stopped walking and pulled down his collar. "Breakfast is served." He'd grown used to Moka's habit of biting him in the morning and drinking blood. Luckily she didn't take more than she needed. He didn't want to pass out in the middle of school due to loss of blood.

"Thank you," Moka beamed before biting. "CHU!"

Ben shivered. Was he turning into a masochist because the bites were starting to feel good rather than painful? After drinking her fill, Ben rubbed the spot she'd bitten. "Another hickey, huh?"

"Hickey?" Moka blinked, unfamiliar with the term.

"Oh, that means-" Ben began before he was glomped from behind. The softness pressing against him gave away his attacker's identity. "Hi, Kurumu."

"Hello, sweetie," she purred. "So, about my offer…"

"No," Ben sighed. "I don't want to get married and I don't want to go to your room."

"Phooey," Kurumu pouted, reluctantly detaching herself from Ben's back and walking in stride with Moka and Ben. "I'll get you eventually though. You can't fight fate."

"Watch me," Ben commented under his breath.

"I think they're posting the midterm results today," Moka commented, making conversation. How do you think you did?"

"Don't remind me," Kurumu grimaced.

"I…try not to think of such things," Ben chuckled nervously. He had studied of course, but he didn't have much confidence in his academics.

"Well, I hope I do well," Moka smiled. "Do you want to go with me to see the scores later during lunch, Ben?"

"Uh…sure," Ben nodded. It was getting increasingly hard to say no to Moka for anything these days.

"I'm going too!" Kurumu quickly spoke up. She instantly latched onto Ben's arm, practically laying claim on him.

"I invited Ben, not you!" Moka huffed as she grabbed Ben's remaining arm.

"I'm not leaving my Destined One alone with you!" Kurumu snapped back. "You'd probably drain him dry at the first chance!"

"I would not!" Moka retorted.

"Can we just go please?" Ben groaned. This was getting to be the usual morning for him.

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Ben, Kurumu and Moka stood among the students looking at the midterm results that were posted on the wall. Ben was trying to look for his score. He hoped he did well. He didn't want to fail but he wasn't the best student. The only reason he could do his homework was because of Grey Matter and he couldn't very well change in the middle of an exam, could he?

"I'm number 13!" Moka cried in surprise. "Yay! I knew that extra studying paid off!"

"Congratulations Moka," Ben chuckled before he turned to see where he had ended up. It took him a while to recognize his name in Japanese figures, but he found it. "Oh, 128. Well, I suppose that it could be worse."

"I'm sure you'll do better next time," Moka said encouragingly.

"288?!" Kurumu screeched from where she was looking at her test scored. "Awwwww!!"

"I guess Kurumu didn't do so well," Ben chuckled.

"I suppose not," Moka sweatdropped.

As they were talking, a younger girl made her way up to the test score board. She was in a brown uniform and had a small cape on her shoulders with a witch's hat on her head. Her hair was brown and reached down on her chin. She seemed a little nervous, but still she looked at the board.

"Yukari Sendou…number 1," she read with a growing smile. "Great!"

"Well, well," a gravelly voice spoke up from behind the younger girl. "Looks like you got the top score again. Looks like you really did deserve to skip grades."

The girl, Yukari, turned around. In front of her was a teenage boy who was in the Youkai Academy uniform. He was missing the jacket and tie though. His skin was dark, as if it was tanned, and his eyes were slightly sunken in while his hair was almost white. His two cronies were pale and had sunken eyes with greasy hair. The leader also had an armband on that designated him as a class representative.

"Don't get a swelled head though," the Class rep hissed. "To me, you're just a little brat who is still stuck to mommy and daddy."

Yukari frowned. Before she could say anything, the class rep swatted her head.

"What is with your uniform anyway?" he growled. "I hate people who stick out!"

"Hey!" Ben shouted when he saw this. "Lay off her!" He stepped forward and Yukari blinked at the boy who came in her defense.

"Stay out of this, Gaijin," hissed the student. "It's none of your business."

"When someone's in trouble, I make it my business," said Ben, reaching for his Omnitrix. He knew what to choose.

"You know what she is?" hissed the student. "A filthy little witch!"

Ben glanced at Yukari and shrugged. "So? I got a cousin who's a witch. What's the big deal?"

The student growled and two more boys stood behind him. "Look like we need to show you your place," he hissed.

"Ben!" Moka called and the student blinked when he saw the famous Moka Akashiya run up to the 'Gaijin'. "What's going on?"

"Just business as usual," said Ben.

"Well, let us in on it," said Kurumu, holding his arm.

The student's eyes narrowed. Even if he could beat up the 'Gaijin', he could get in trouble for beating on the Academy's most popular girls. "Let's go. It reeks," he said to his cronies before they walked away. Ben watched them go, snorting in annoyance. Once they were far enough, he turned to see the younger girl.

"Are you okay?" Ben asked Yukari.

"Is it true?" she asked.

"What is?"

"That your cousin is a witch?"

"She actually prefers the term sorceress, but pretty much."

The small high-schooler broke out in a smile. Dashing up to Ben, she became a flurry of questions and words.

"What kind of magic does she use? Is she very good? How old is she? Think I can meet her?"

"Woah, woah," Ben chuckled. "Slow down there. Her name's Gwen and she's able to create force fields, move objects with her mind, and shoot energy bolts. She's pretty darn good at it since she's been practicing for a while. She's the same age as me too."

"Wow!" Yukari gasped in delight. "That's so cool! Oh, I forgot to introduce myself. My name is Yukari Sendou. It's nice to meet you!"

"Nice to meet you too," Ben nodded. "My name's Ben Tennyson. These are my friends Moka Akashiya and Kurumu Kuruno."

"I've heard of all of you," Yukari nodded. "Two of the prettiest girls in the school and the American monster who doesn't belong to any known kind. To think I could meet you of all people!"

"Well, I know we're just that popular," Kurumu smirked as she ran her fingers proudly through her hair.

"I meant Ben," Yukari frowned. Kurumu facefaulted.

"Oh," Ben chuckled. "I'm flattered. Say, how about we take these introductions to somewhere else? Say, a table or something?"

"Okay!" Yukari smiled. She grabbed Ben's hand and beamed brightly.

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In the cafeteria, Ben learnt quite a lot about Yukari. "So, you're a genius, huh?"

"Sure am!" she boasted. "The smartest girl in this school!"

"Well, it must be lonely without kids your own age here," Ben pointed out.

"It is," she frowned sadly, "Especially if you're a witch."

"What's wrong with that?"

"You wouldn't understand."

"Try me," he said.

"Well, it's because…" she began to speak but hastily changed the subject. She eyed the object on Ben's wrist and pointed at it quickly, "Hey, what's what?"

Ben looked down at the Omnitrix and quickly covered it with his other hand. "Oh, just a watch. It's nothing special."

Yukari was suspicious. She'd caught Ben's surprised expression when she mentioned that watch. Why was that?

Moka and Kurumu sat a bit farther away. "That girl is gonna be trouble," muttered Kurumu.

"What makes you say that?" asked Moka.

"She has a crush on Ben. I can tell," Kurumu pointed out. "Watch."

"So, Ben, do you have a girlfriend?" asked Yukari.

"Well…" Ben rubbed his neck uncomfortably at the abrupt question. He glanced at Moka and Kurumu. "I have friends who are girls, if that counts."

"Then I'm going to be your girlfriend!" Yukari proclaimed, drawing attention from the other students present.

"What!?" Ben exclaimed.

"What!?" both Moka and Kurumu shouted in shock.

"Oh, we'll be so perfect together, you'll see. I've fallen in love with you!" Yukari confessed.

"Hold on there!" Ben waved his hands in front of him. "Aren't you a little too young for me?"

"I'll be twelve on my next birthday," she told him calmly. "Come on, Ben. You and I are perfect for each other. We're outcasts."

"Outcasts? What makes you say that?" he asked.

"Um…" Yukari hesitated. "Well, you see…" She got up and ran. "I gotta go!"

"Weird girl," mumbled Ben.

--TIME BREAK--

It wasn't to be the last of Yukari Sendou that Ben, Kurumu, and Moka would see. Wherever Ben went, Yukari was always there. She would grip Ben's arm and chatter with him over anything and everything. She would even cling to Ben's back and get lifts. She wanted to know everything about his 'true form'. Where it came from, what it was called and what it could do. She had tried to look him up in the books she brought from home, but nothing matched the description of Fourarms.

"It's a secret," Ben sighed after the latest round of questions. He, Moka, Kurumu, and Yukari were all heading down the halls. "I can't tell you."

"That's what you said last time," Yukari pouted. "Why can't you tell me?"

"Because it's against the rules," Ben answered.

"But I told you I was a witch!" Yukari pleaded. "You could tell me what you are!"

"I said it's a secret," Ben answered firmly.

"It has something to do with your watch, doesn't it?" Yukari asked as she reached for Ben's watch.

"Don't touch that!" Ben cried as he whipped his arm away. "It's something special to me."

"But-!" Yukari tried to argue.

"He said no!" Kurumu huffed, getting tired of the little kid hounding her Destined One. "Now leave us alone!"

"You can't make me!" Yukari frowned.

"Watch me!" Kurumu growled as she stomped towards Yukari to teach her a lesson. The small witch in question reached behind her back and pulled out a pink wand that had a heart on the top with a crystal in the centre.

"Hah!" Yukari cried as a burst of light came from the wand. At first nothing seemed to happen before a large pail dropped from out of nowhere and hit Kurumu on the head. The succubus went down in a heap with the pail vanishing in a puff of smoke.

"Oooooooog," Kurumu groaned

"Hey, are you okay, Kurumu?" Ben cried as he ran to check on his friend.

"Ha ha ha! I showed you!" Yukari laughed as she skipped on the spot.

Ben helped the groaning succubus back to her feet. "Kurumu, are you okay?"

"Ow, my head," Kurumu groaned. "Damn brat," she muttered.

Frowning, Ben walked over to Yukari and snatched her wand away. "Hey!" Yukari shouted. "Give that back!"

"My Grandpa Max always said you should use your gifts responsibly. That wasn't a responsible use of your gift," he explained.

"But she's trying to take you away from me!" reasoned Yukari. "I have to protect you."

"Kurumu's my friend, just like Moka is. You? I'm not so sure," he said. He then returned her wand. "Now, I want you to apologize to Kurumu for what you did."

"I thought you were different," mumbled Yukari with her head down.

"Huh?"

"Baka! I hate you!" she waved her wand and this time another pail came crashing down on Ben. Yukari then ran off in the opposite direction.

"What is her deal?" Ben rubbed his head. Having taken harder hits to the head, he recovered quickly.

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"Border beings?" Ben repeated.

"Witches are considered outcasts since they are neither human nor monster," said Kurumu. "In fact, Yukari's being harassed by her classmates because of that. It's worse because she's a lot smarter than them and she's only 11."

"So…that's what she meant," Ben mumbled, remembering what Yukari had said about them being outcasts. She must have meant since he was a foreigner, he knew what it meant to be outside the group in that case.

"She sometimes plays pranks to get back at her classmates," added Kurumu.

"Must be lonely," stated Moka, understanding how it felt to be an outcast herself.

"Okay, now we have to go find her," Ben sighed. "Where do you go when you want to be alone out here so you can mend hurt feelings?"

"There's plenty of space in the woods," Kurumu offered.

"Let's try there then," Ben nodded. "You shouldn't be alone for this kind of thing, especially when you've been alone as long as Yukari has."

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Yukari sniffled as she ran. She was so sure that she and Ben would understand each other. She was the little witch and he was the American boy in the Japanese school. He even had a witch for a cousin so he should have been more understanding of her situation. Instead, he scolded her when she tried to make sure they stayed together.

Dashing alone the back of the school, she collided with a body. Shaking her head, she looked up to see who had collided with. Her eyes widened and her heart sank when she saw the face of the class Rep.

"Well, well, look at what we have here," the Class Rep smirked while his cronies chuckled. "Now we have our little witch all alone. We also know you revealed your true form to the Gaijin and his friends. You know that's against the rules!"

"Uh…uh..," Yukari gulped.

"Well, we'll just have to exact punishment for this," the Class Rep smirked. "Follow me."

"Nooooo!" Yukari cried as she struggled against the strong grip. "Lemme go!"

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"You'd think that since the trees are so thick we'd see farther," Ben frowned as he, Moka, and Kurumu tried to search for Yukari.

"Yeah," Kurumu huffed. "That brat had better appreciate us helping her like this."

"Kurumu!" Moka scolded. "A little sensitivity please! Yukari-chan's feelings are hurt badly!"

"I really didn't help things," Ben frowned. "Me and my big mouth. I should have tried to understand her better." He looked at his watch. "Hm…I think I know a way to track her. Hold on." He activated his Omnitrix and the holographic display showed up. He scrolled through his alien forms until he found the one he needed. "This is a job for a bloodhound." He then slammed down his hand onto the Omnitrix.

Ben got on all fours as orange fur began to cover all over his body. His canines sharpened as his arms became bigger and more muscular. His clothes vanished save for a shoulder plate which held the Omnitrix symbol. He was on all fours and only had a mouth for facial features. When the change was complete, Ben was now a slobbering hound-like beast.

"Awooooo (Wildmutt)!" the new alien howled loudly.

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**Omnitrix Encyclopedia**

**Wildmutt A.K.A. Vulpimancer**

_This species comes from the garbage planet of Vulpin. They have no organs that we can consider to be eyes. Instead, they use the gills on their neck and the quills on their back to convey scent and a radar sense. They are very strong and able to grapple and climb quiet easily. However, if their radar sense or nostrils are tampered with, the Vulpimancer can be rendered incapacitated. They can shoot the quills off their back, but Ben's form of Wildmutt is still too young to develop this ability._

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Moka and Kurumu both observed that Wildmutt was a large dog-like alien with orange fur, gills and no eyes. The alien was built more like a gorilla than a canine but it did act like the latter more than the former. Unfortunately, Ben was unable to communicate in this form.

Wildmutt sniffed the air for Yukari's scent before barking to Moka and Kurumu who were stunned by his latest transformation.

"What's he saying?" whispered Kurumu.

"I think he wants us to follow him," said Moka.

Both girls didn't need any more hints before they took off after the racing Wildmutt.

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"Ow!" Yukari cried as she was thrown against a tree.

"You don't know how long I've been waiting for this," the Class Rep hissed as he cracked his knuckles. "A little freak like you has no place here!"

Before Yukari's terrified eyes, the skin of the three boys cracked as their faces elongated. Their hands turned to claws while their eyes turned yellow and slitted. Yukari recognized what these three were. They were Lizardmen!

"Now what do we do to you?" the Class Rep growled.

"Back off!" Yukari cried as she drew her wand. Before she could complete her spell, the Class rep grabbed the wand and chomped the top off.

"Oh, I'm sorry," he laughed. "Did I break your little toy? Whoops! Now where were we?"

"Hey boss!" hissed Lizardman Two. "Let's eat her!"

"Good idea," the Class Rep laughed. "I'll bite her head off! Bet her brains alone will be filling!"

The Class Rep leapt forward with his jaws wide open. Yukari could see every single one of his sharp teeth and the back of his throat. Yukari couldn't hold back and she screamed in terror.

"ROOOOAAAAAAARRR!!" a beastly roar bellowed.

The Class Rep was suddenly tackled by a large orange beast. Yukari and the other two Lizardmen could only watch as the Class Rep and the beast were in the midst of a snarling and bellowing grudge match. After a couple moments of fighting, the two combatants separated. The orange beast known as Wildmutt retreated to stand in front of Yukari while the Lizardmen regrouped.

"Yukari!" Moka cried, appearing on the scene with Kurumu behind her.

"Moka? Kurumu?" Yukari gasped. "Where's Ben?"

Wildmutt suddenly flashed green before he returned into the form of Ben Tennyson. He had a solid glare trained on the three Lizardmen who looked ready to kill

"Get out of our way!" the Class Rep growled at the group of two girls and one boy who were defending the little witch who so richly deserved punishment by her.

"Fat chance," Ben frowned. "I'm not going to let some punks beat up a young girl, especially if she's a witch."

"Ben?" asked Yukari with some surprise. He was coming to her defense even after all the things she had done? Even after how he had scolded her at school? Furthermore, how did he change into that orange monster? Wasn't his true form a 10 foot tall four-armed red monster?

"And what do you think you can do about it?" the Class Rep hissed.

"Anything I can!" Ben frowned as he revealed the Omnitrix. Activating it, he scrolled to the image of an old favorite that he liked to use. Pressing down the face, his change began.

Ben's body immediately swelled like a balloon. His entire body turned white as his head was pulled into his torso. Yellow plating appeared on his back while his arms and legs turned trunk-like. His mouth filled with short but sharp teeth. His eyes turned completely yellow and it was obvious his muscles became quite advanced. On his forehead was the mark of the Omnitrix.

"Cannonbolt!" the new alien bellowed as he flexed his arms.

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**Omnitrix Encyclopedia**

**Cannonbolt A.K.A. Arburian Pelarota**

_This alien hails from the planet Arubia. Although the planet was destroyed by a cosmic entity in the past, Ben's form is possibly the last one. Its body is covered with near unbreakable plating which can resist heat, laser, and even acid. They can coil themselves into a ball and roll themselves into their opponents. However, they aren't the fastest species in the universe and cannot turn quickly, giving fast opponents an advantage in agility._

_-------------------------------------------------------------------------------------------------------_

"Sugoi!" Yukari gasped as she took in the sight of Cannonbolt.

"What the-?!" one of the Lizardmen gasped in shock. "Just what the hell are you?!"

"Your worst nightmare," Cannonbolt smirked. "And you are my scaly new bowling pins!"

Rolling himself into a ball, Cannonbolt began to spin rapidly. Kicking up dust, Cannonbolt fired at the Lizardmen at a rapid pace. None of them could move quickly enough before being bowled down like bowling pins. They cried in pain as they were knocked to the sides and over the ground. Spinning to a stop, Cannonbolt got back on his feet as he turned to face the recovering Lizardmen.

"Had enough?" he smirked.

"Not even close!" the leader of the Lizardmen growled as he and his buddies got back to their feet. I dare you to try that again!"

"You asked for it!" Cannonbolt laughed before he started stomping towards the three Lizardmen.

One of the Lizardmen, not the Class Rep, charged with a snarling mouth fool of teeth. His claws were raised and ready to cut him open. Leaping forward, he slashed at Cannonbot's wide body. The large bodied alien simply raised his arm as the Lizardman's claws scraped across the yellow body armor, breaking the nails on contact.

"Aaugh!" the Lizardman cried as his claws shattered like glass.

"Oops, you got a boo-boo," Cannonbolt chuckled deeply. "Let me PUNCH it better!"

Rearing back his trunk-thick fist, Cannonbolt laid one into the Lizardman's jaw. The underling flew back with a resounding crack and landed at the feet of his boss and fellow minion.

"Time to make like a Sumo Slammer!" Cannobolt chuckled before he took a flying leap into the air. He was aiming to put a belly flop onto the three bullies.

"Ahhh!" the three Lizardmen cried before they ran out from under the descending alien.

"Ah man. Missed," Cannonbolt grumbled as he got up.

"Ben!" Moka cried as she ran over to the rising alien. "Ben…I want to fight too!"

"Huh?" Cannonbolt blinked.

"Me too!" Kurumu frowned, shifting to her true form. "I may not like the kid, but I don't like guys who would hurt people for no reason."

"Makes sense," Cannonbolt nodded. He reached over and gently took Moka's rosario into his short fingers. "Here goes." He then tugged the rosario off, unsealing Moka's true form.

The Lizardmen shivered as they felt the rise of demonic power. Moka-sama's appearance was both sexy and intimidating. Her crimson eyes gazed arrogantly at the three Lizardmen before she turned her attention towards Cannonbolt. "Once again, Ben Tennyson, you are full of surprises."

"I aim to please," grinned Cannonbolt. "Now let's teach these walking handbags a lesson!" He rolled up into a ball before rolling straight towards them. Moka ran alongside the alien as Kurumu flew through the air.

Cannonbolt ran over one of them and flattened him to the ground as Kurumu showed that her claws were decorative as she slashed the Lizardman with her claws repeatedly before using a roundhouse to finally put him down. Looking up, she could see Cannonbolt dropping in and she flew out of the way for him to crush the Lizardman.

Moka-sama was left to face off the lead Lizardman and snorted, "Pretty pathetic. Ganging up on a child. You must be weak if you need three of you to bully one little girl."

"You bitch!" the Lizardman hissed before charging at Moka-sama with his claws. "I'LL RIP YOU APART!!!"

He didn't get to do what he intended as Moka-sama drew back her leg before swinging it. "Know you place!" she announced. The impact hit with a crack and sent the Lizardman flying into several trees. He groaned in pain when he stopped but when he looked ahead his eyes widened in horror.

"Hey, Moka, ever played soccer?" asked Cannonbolt as he stood in front of the vampire before rolling into a ball.

"No, but I'm a quick study," she said. She drew her leg back and kicked Cannonbolt across the ground. The alien ball shot across the ground towards the Lizardman who could only scream as Cannonbolt smashed right into him.

"Ha!" Cannonbolt laughed as he bounced away from the strike. "Cannonbolt and Moka: 1. Lizardmen: 0."

After all was said and done, Cannonbolt rolled up to Yukari before he flashed green and turned back to Ben. He rubbed his back, "Ease up on those kicks, Moka."

"It was your idea," Moka-sama snickered before she retrieved her rosario. Clicking it back into place, she returned to her gentle outer Moka persona. She stumbled slightly, but managed to remain conscious.

"Anyway," Ben sighed. He turned to see Yukari. "You okay?"

"Wh…why?" asked Yukari. "Why did you come and help me?"

"Are you dumb or something?" Kurumu sighed. "We may not have gotten off on the right foot, but that doesn't mean we can't be friends."

"Yeah," Ben smiled. "I am pretty much the odd guy out being American out here. I really wouldn't mind being friends again. I thought we got along pretty well."

"No one should have to be alone all the time," Moka smiled weakly.

Yukari blinked, then started sniffling, then broke out crying loudly. Moka was quick to react as she wrapped Yukari up in a hug. The tiny witch continued to cry loudly. She was so happy at this point. She wouldn't be alone or lonely anymore. She finally had friends who liked her.

Yukari then asked, "Ben, what are you and what is that watch?"

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Sitting in a circle, Ben once again had to explain what the Omnitrix was. "And it allows me to access the genetic code of various aliens and adopt their forms and use their abilities whenever I need them," he finally finished. It had taken him a good 15 minutes to explain the complexities of the Omnitrix to Yukari, or at least an abridged version of it.

"So, you're human?" Yukari finally responded.

"Most of the time," Ben shrugged. "But with the Omnitrix I can hide that."

"I can see how," Yukari nodded. "Nobody would believe that a human could do what you did. But, aliens? I never knew they existed. I though what you turned into were monsters."

"I was surprised too," agreed Ben, knowing how unbelievable his story sounded.

"But you must swear to never tell anyone," warned Moka. "It's for his safety."

"Don't worry," beamed Yukari. "I owe Ben my life. Of course I'll keep it a secret."

"But rumors are gonna spread," Kurumu pointed out.

"Let them," Ben said nonchalantly. "It will just confirm I'm not human."

"So, what else can you turn into?" asked Yukari.

"Well, I guess I can show you," said Ben as he activated the Omnitrix.

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It was a couple of days since the incident with Yukari and the Lizardmen. Presently, Moka and Ben were carrying boxes to their classroom for Miss Nekonome.

"So Yukari is getting along with her class now?" asked Ben curiously.

"Yes," Moka nodded happily. "She apologized for pulling so many pranks on her classmates and she's been doing better."

"That's good," Ben nodded. "At least she won't be bullied anymore. We probably took care of that."

"Hmm," Moka smiled.

"Mokaaaaaaa, Beeeeeennn!" a young voice called in a sing-song tone.

"Huh?" Both vampire and human turned to see who was calling for them. To their surprise, Yukari was skipping towards them before she pressed herself between them.

"Hi!" the tiny witch smiled. "How are my two future lovers?"

HUH!?" Ben and Moka exclaimed, dumfounded by Yukari's proclamation.

"Well," Yukari admitted shyly. "Ever since I saw you both in action, I just couldn't bear to be away from you both. In other words, I'M IN LOVE WITH BOTH OF YOU!"

"Now hold on a second!" Ben gaped. "How…how can you be in love with both of us?"

"Love knows no bounds!" Yukari announced. "We're all meant to be! It's fate!"

"Ooooohh!" Moka gulped. She didn't know what to say in this situation. Yukari seemed downright determined to keeping a relationship with her and Ben. How an eleven-year old wanted a three-way relationship was beyond her.

It seemed like another day at Youkai Academy.

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ZK Chromedragozoid: And Ben once again makes a new friend. If Gwen ever heard about this he would never hear the end of it. Well, at least he won't be alone and his life was never really normal to begin with so this is just another day for Ben 10.

Ten-Faced Paladin: Well, Yukari joins the mess of relationships that the characters have to go through. Didn't think that another update would come so soon did you? Hey, two authors are working on this. What did you expect?


	4. Humongousaur to Vampire

I do not own Ben 10 or Rosario+Vampire. Those belong to their respective creators and not me. No monetary compensation was given in creation of this fic.

Ben10+Vamprie

By Ten-Faced Paladin and ZK Chromedragozoid

Chapter 4: Humongousaur to Vampire

"And that's how it's done."

Since Kurumu, Moka and Ben shared the same class schedule, they would do homework together. As usual, Kurumu never took her schoolwork seriously, seeing school as more of a social event than an academic one. All she was interested in was Ben so he used this to his advantage to help her with her homework. Even Yukari was present to lend a hand while also bragging about her intelligence. They were all in the American's dorm room sitting around a table doing math homework.

Kurumu now was even more confused. She couldn't understand a thing and it didn't help when a small alien was trying to explain things to her in technical terms. Yes, Ben had assumed the form of Grey Matter. He always used this form for homework.

Grey Matter was a tiny alien who was only a couple of inches tall. He had a large head with bulbous yellow eyes. His pupils were rectangular and horizontal. His hands and feet had three digits each. He was wearing a white bodysuit and the Omnitrix symbol was on his back.

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**Omnitrix Encyclopedia**

**Grey Matter A.K.A. Galvan**

_These tiny people hail from the planet known as Galvan Prime. They are hailed as the most intelligent species in the universe. They are masters of technology and science. They can often make anything out of spare parts and can identify functions of machines by merely looking at them. This applies to organics, identifying nerve clusters and such. It should be noted that a Galvan invented the Omnitrix._

_------------------------------------------------------------------------------------------------------------_

Yukari was the only one who could really get the terms he was talking in. Moka had an inkling of it, but it still went over her head. Kurumu was completely lost.

"Wow!" Yukari gasped in delight. "I never thought of doing the problem that way!"

"Well, I am known for thinking outside the box," Grey Matter grinned.

"I'll never get this," Kurumu moaned sadly.

"Don't say that," Grey Matter frowned. "Anyone can get this if they think about it in the right way."

"That's true," Moka nodded. "I try to think of it as something fun. That helped me when I was having troubles with some things."

"Right," Kurumu pouted. "And just what am I supposed to think of that makes MATH fun?"

Hefting his pencil over his shoulder like a walking stick, Grey Matter pondered the problem. He was lucky he was in this form now or else the task at hand would have taken longer. Tapping the pencil on his shoulder a little longer, he suddenly got an idea.

"How about this?" asked Grey Matter. "If you can get at least a B on this homework and upcoming tests, I'll got on a lunch date with you for every B or higher."

"Huh?!" Moka and Yukari gasped.

"Yahoo! Talk about motivation!" Kurumu smiled brightly. She immediately set to work.

"I'd feel bad if she failed," Grey Matter shrugged. Yukari and Moka both huffed. Ben was just too kind sometimes. That is, until Grey Matter ran up Yukari's shoulder so he could whisper in both girls' ears. "I never said we'd be alone either."

The two girls realized the little alien's meaning. Apparently he was still unsure of Kurumu's amorous advances. Being alone with her would allow her to get friskier. Both girls giggled as they realized the slip their friend had played on Kurumu.

The Omnitrix flashed red and then the entire room was bathed in green light. Ben now returned to normal with a smile on his face.

Things were looking up for him. He had good friends now and despite the fact that they weren't human he could trust them with his secret.

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Ben yawned as he made his way to school. It took a while before Kurumu finally got the homework done. Ben suspected that she was playing dumb so she could have an excuse to stay longer in his room. Still, even she had to leave so Ben would be able to get some sleep.

"You! Ben Tennyson!" a voice shouted from behind.

Ben blinked and turned around to see who was talking to him. Who he found were three fellow students. One was tall with glasses, the second looked completely average, and the third was short and pudgy.

"Uh…can I help you guys?" Ben asked.

"You! Our eternal rival!" Glasses shouted, pointing at Ben.

"We'll never forgive you!" cried Pudgy.

"Today is the day we declare war on YOU Ben Tennyson!" Average finished.

"Huh?!" Ben blinked. "What are you talking about? Eternal rival? Declaring war?

What did I do?"

"You don't know?!" cried Average. "We'll tell you then!"

"You're bothering our goddesses! That's what you're doing!" growled Pudgy.

"We cannot tolerate this!" roared Glasses.

"Make sense!" Ben snapped, getting annoyed with the weirdness that the three students were showing off. He should've gotten used to this by now. Youkai Academy was a weird place after all.

The trio then tossed off their jackets to reveal hideous pink coats that made Ben gawk at them. They were just so tacky. It was almost painful to look at them. Teasing them about it probably wouldn't be helpful either. They had probably heard it all.

Average sang, "L.O.V.E. CUTE Mokyuu-san!"

Pudgy continued, "We won't lose to the likes of you," before singing, "Kurumu, love, love, lovely, Kurumu."

Glasses sang, "C.U.T.E. Yukarin! Moe, moe, huu huu!"

"Mokyuu, Kurumu and Yukarin?" Ben blinked. "Wait a sec, you don't mean…"

"That's right!" Average announced, "I am the leader of the Moka Akashiya-sama Fan Club, Kouzou Kasahara!"

"Furthermore," Pudgy continued, "I'm the leader of the Kurumu Kurono Fan Club, Gouzaburou Taira!"

"And I'm the leader of the Yukari Sendou Fan Club, Kubisaku Naga!"

"TOGETHER WE ARE THE LOVE-LOVE ALLIANCE!!!"

Ben gaped as wind blew by. People were staring too. Ben said, "OK, I'm gonna be late for class. See you guys…never."

"Don't think you'll escape us that easily!" Naga shouted, raising a megaphone. "You are our sworn enemy!"

"Our vengeance will be painful and swift!" Taira added, raising his own megaphone. "You won't now what hit you!"

"Prepare yourself, Tennyson!" Kasahara finished, raising his megaphone and completing the trio.

"You've gotta be kidding me," Ben frowned as he reached for the Omnitrix. "I don't need this first thing in the morning."

"LOVE-LOVE ALLIANCE!!" Kasahara shouted loudly. "CHAAAAAARGE!!"

"Hey! What the heck is going on here?" a new voice called out.

The four boys stopped their impending fight to see who was talking. Following the source of the voice, their eyes landed on Moka, Kurumu, and Yukari. All three looked a little miffed at the boys who were facing off against their friend. The three boys all developed blushes and adoring looks on their faces.

"Hey, girls!" Ben waved. Ignoring the Love-Love Alliance, the three girls went over to Ben.

"Did they hurt you, Ben?" asked Moka.

"No, I'm fine," he smiled.

"Are you sure?" asked Kurumu.

"Positive," nodded Ben.

"I'm glad!" beamed Yukari.

Seeing the exchange, the Love-Love Alliance's faces fell. Before they turned away and left, they glared daggers at Ben, vowing revenge.

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"Love-Love Alliance?" repeated Moka as she, Ben, Kurumu and Yukari were headed to class.

"Your fanboys, apparently," explained Ben. "Bunch of weirdoes if you ask me. Did you see those coats? Someone should call the fashion police on them because they are guilty for being tasteless"

"Well, if they try and bother you, you can take care of them," said Kurumu as she placed a hand on his wrist where the Omnitrix was. "You can just 'go hero' and pound them."

"Tempting, but I prefer to use the Omnitrix for emergencies only…and homework."

"Don't worry, Ben!" smiled Yukari. "I don't think they'll be much of a problem!"

"Yeah!" Kurumu agreed with a smile. She then turned thoughtful. "Still, I think I recognized one of those guys. The pudgy one."

"Oh yeah?" asked Ben. "From where?"

"He's been stalking me…" Kurumu shivered.

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_Kurumu was walking down the hallway towards the cafeteria. She wanted to get there so she could meet Ben and hopefully snag him. He was one tough cookie but she would wear him down eventually, especially with the baked treats that she had made the previous night. She couldn't fail!_

_As she was walking, she felt like someone was watching her. Turning around to check, she spotted a pudgy guy leaning against the wall in a standard 'bishonen' pose that one would see out of anime or manga. Sadly, it didn't really work for him all that well._

_Shivering, Kurumu ignored the odd boy and continued on her way. She had more important things to do after all. Things like giving Ben her cookies and making sure she would be the one in his heart! These cookies were going to be the first step towards victory!_

_Feeling like she was being watched again, Kurumu turned around. She saw the same pudgy guy from before leaning against a different wall in a different pose. Now feeling extremely disturbed, Kurumu made tracks at a quicker pace. Of all the times to gain a stalker._

_Her day didn't get much easier either. She was stretching out for gym class and going through the motions of making sure her body wouldn't cramp up on her. Bending over, she looked at some bushes that were behind her and her eyes widened in shock. That guy was back again! We was still in one of those poses too!_

'_He's still hanging around?!' Kurumu cried in her thoughts._

_The final straw came when the busty succubus came out of the girls' washroom. Coming out into the open air, she gaped when she spotted the stalker from before hanging out in front of the washroom. He was still in his poses too!_

"_Would you just go away?!" Kurumu shrieked as she ran to lose the weird student._

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"He gives me the creeps," Kurumu huffed.

"Okay, shouldn't you have told one of the teachers or something?" Ben asked with some concern. "I mean, this is something serious. Stalkers can get pretty dangerous if you don't do anything about them."

"Ooohh! You care about me! I knew you did!" Kurumu gigged while hugging Ben's arm. "I'm used to stalkers though. What kind of succubus would I be if I didn't know how to deal with a stubborn male?"

"I guess," Ben frowned. "But we don't know what kind of monster this guy is. He might be dangerous off school grounds."

"That's why I have you!" Kurumu smiled fondly. "My knight in shining armour!"

"Hey!" Yukari cried. "I had to deal with a stalker too!"

"WHAT?!" the three older students cried. Two in concerned shock and the third in jealous annoyance.

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"_Oof, heavy," Yukari huffed. She was bringing a pile of items to class that day. She decided to try it without magic. Her parents always taught her that magic wasn't always the answer. Hard work sometimes was more effective than the most powerful magic._

_KA-CHAK!_

"_Huh?" the tiny witch blinked. She turned around to see what the noise was. She found a skinny guy with glasses holding a camera up to his face in her direction. He also seemed to be in a daze of some kind too._

"_Hey!" Yukari cried loudly. "What do you think you're taking pictures of?!"_

"_Huh?" the student blinked, coming to reality. "Oh! I'm taking pictures of the ever-changing school! Its part of my duty as a member of the photography club!"_

_He proved his statement by taking shots of everything in the vicinity. Despite his cover-up, Yukari had a hard time believing it. Still, she just sighed and continued taking her stuff back to class._

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"Okay, taking pictures without someone's knowledge is a criminal offence!" Ben frowned. "Just who do these guys think they are?"

"Like you said, just some obsessive fan boys," frowned Kurumu. "Hey, Moka. What about you? Did you get stalked too?"

"Well…I didn't notice anything out of the ordinary," Moka answered honestly.

"Still, I'd be careful if I were you," warned Ben. "Who knows what these guys would do."

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That night, in one of the unused clubrooms, plotting was taking place. Within a room that was covered wall to wall of pictures depicting the three beauties of Youkai Academy, three fanboys plotted to do away with their opponent.

"Ben Tennyson," Naga growled. He was sitting with a picture of Yukari in his arms. "Why do you go to him, Yukarin? Why? WHY?!"

"You can do so much better, Kurumu," Taira moaned as he cuddled against a life-size picture of Kurumu.

"We have seen the enemy, and he has seen us," Kasahara spoke from an actual shrine made to the three girls. "Now the battlefield is set for us to destroy him once and for all!"

"Huzzah!" Taira ad Naga both cried, still cuddling the pictures of their idols.

"I propose a plan," Kasahara continued. "We must wait until Ben Tennyson is alone. That way we are able to crush him! We must not let our idols see though. Such action would crush them."

"Hai, hai," the two fanboys nodded.

"But what about the fact that Ben Tennyson can change into different forms?" asked Naga. "What do we do?"

"We can do THAT," Kasahara spoke up. "We will prove our superiority as suitors for our idols tomorrow! Ben Tennyson will fall!

"HUZZAAH!!" the two fanboys cried loudly.

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As much as Ben liked Youkai Academy, or at least the friends he made in it, he still missed home. It'd been awhile since he saw Gwen, his parents and Grandpa Max. Though he was able to calm them using the payphone, he still missed home. Sadly, with the bus schedule, he couldn't go home as often as he would like. He had to wait until summer vacation to return home to visit everybody.

As Ben was walking along the hallway alone, he could hear footsteps approaching. He spun around and saw the Love-Love Alliance right behind him. "Oh, not you freaks again," grumbled Ben.

"Ben Tennyson, we will defeat you!" Kasahara announced. "Get him!"

"I don't have time for this!" Ben ran as the trio ran after him. Rounding a corner, he activated the Omnitrix and immediately slapped his hand onto it.

As soon as the Love-Love Alliance went around the corner, Ben was gone.

"Where is that coward?" questioned Taira.

"He vanished," Naga assessed.

"He has to be around here somewhere! Split up!" ordered Kasahara. The trio then separated.

Fading into visibility was a grayish creature with four digits on each hand, thin arms, with no legs and looking like a what a stereotypical ghost. It had a single violet eye and black tracks. The Omnitrix emblem was on its chest.

"Stupid idiots," snickered the creature known as Ghostfreak.

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**Omnitrix Encyclopidia**

**Ghostfreak A.K.A. Ectonurite**

_These almost spectral beings hail from the planet of Anur Phaetos. It is perpetually dark on that planet. That suits them just fine since they have a near-fatal aversion to sunlight. Their bodies are composed of a variable density protoplasm which allows them to change density at will. Ben is only able to survive sunlight because his Ghostfreak form has a second skin on it which protects him. However, this is not the true form of the Ectonurites, which have caused him considerable grief in the past._

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Ghostfreak heard a gasp and spun around to see Moka. "Moka?" he asked.

"Ben?" blinked Moka as she saw the Omnitrix symbol on Ghostfreak's chest. "Is that you?"

"Who else has this?" questioned Ghostfreak before his body flashed green and once again became Ben. He shivered. "I hate that form."

"Why?" asked Moka curiously.

"That's a long story. Now, let's go before those creeps find us."

"Okay," Moka agreed. She was a little confused, but if those boys were still bugging him just because he was friends with her and the others, she could probably understand.

-TIME BREAK-

Unfortunately, it wasn't the last that Ben would see of the fanboys. They seemed to walk as a mob, trying to hunt him down. Every time they would find him, Ben would duck around a corner and hide. Usually either as Grey Matter so he could cram himself in small places where no one would look, or by going Ghostfreak and phasing through walls. A teacher spotted him as Ghostfreak and attempted to bring him in, but another phase through a wall and a quick change got him in the clear.

So far the Ghostfreak form wasn't giving him any troubles. Still, it was a while back when Ben was ten before the true Ghostfreak gave him problems. It seemed he was gone for good after their battle in space. Still, the Omnitrix managed to get a sample of his DNA as they landed back on Earth. Maybe the upgraded Omnitrix would be able to keep him in check for a change.

At the moment, Ben just wanted to go back to his dorm so he could rest. He didn't want to tempt fate anymore by changing into Ghostfreak again. Heck, he didn't want to change anymore for the day. Of course, he especially didn't want to see those crazy fanboys again.

"Ben Tennyson!" a voice cried.

"Damn," Ben sighed. H turned around and unsurprisingly found the fanboys again.

"We have been chasing you all day!" Kasahara shouted. "Now there is no place left to run!"

"If was foolish to be here out in the open!" Taira added. "Here we can do anything we want!"

"Prepare yourself for defeat!" cried Naga.

Kasahara placed an umbrella over his head and immediately a single eye appeared along with a mouth and hanging tongue.

Taira opened up his shirt and his face lost all its facial features, leaving it blank. His fat belly was also hanging out.

Naga's neck stretched long and was triple the height of his body.

Ben quirked an eyebrow and asked, "What the heck are you guys?"

"We know, we are low class monsters," cried Kasahara.

"That's why we are looked down upon," cried Taira.

"But we can take it because we have our idols!" cried Naga as well.

"But first, we must free our idols from you!" the three shouted in unison before charging. Ben instantly activated the Omnitrix and pressed down on it.

His entire body started to grow tall and fill out with muscles while at the same time green crystals began to cover his entire body. His eyes turned yellow. When the change was complete, a green crystal skinned humanoid in a half black and white sleeveless suit now took Ben's place. The Omnitrix symbol was on the right side of his chest. This alien had crystal spikes on his back and his head had a spike behind it.

"Diamondhead!"

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**Omnitrix encyclopedia**

**Diamondhead A.K.A. Petro Sapien**

_These people once hailed from the crystal planet of Petropia. Unfortunately, it was destroyed by the warlord Vilgax. Only two known Petro Sapiens remain. One is the bounty hunter Tetrax and the other is Ben's form of Daimondhead. These people are able to control the grown of their crystal, creating formations and weapons for themselves. A drawback to these people is that their crystal shatters with certain frequencies of sonics. While these people can regenerate limbs, there is so much damage they can take._

_------------------------------------------------------------------------------------------------------------_

"That's not one of the forms we heard he uses!" Naga cried to Kasahara.

"Stay strong!" the umbrella-headed creature cried. "We can beat him with our teamwork!"

"Good advice," Diamondhead spoke as he reared back his fist. "Sadly you guys don't have the experience to pull it off!"

Punching forward, Diamondhead made several crystal spikes cut through the air. The fannboys cried out as the crystals collided with them. Naga and Kasahara were slightly cut, but the crystals never even penetrated Taira's fat.

"Ha! I've proven superior to your power, Ben Tennyson!" Taira laughed. Charging at the bored Petro Sapien, he attempted to bring him down.

Sadly, his charge was stopped when Diamondhead grabbed him by his shirt and lifted him up. Taira couldn't help but gulp as he and Daimondhead stared eye to eye.

"Seriously, you guys are dedicated," Diamondhead sighed. "But you need to pick your battles and I am in no mood to go easy on you right now."

"Don't underestimate us!" Kasahara cried as he hovered down from above, using his head to slow his descent. He landed on Diamondhead's arm and started stomping on the limb that was containing his friend. Sighing, Diamondhead dropped Taira and allowed him to rejoin his friends.

"It seems we will need our secret weapon!" Kasahara frowned. "I wish it would not have to come to this, but for our idols, we will do whatever it takes!"

"HUZZAH!" Taira and Naga cried along with their leader.

Naga positioned his neck to that Taira could stand on it. Kasahara spun like a top and took to the air. He came to a stop on time of Taira's head. As they made contact, Diamondhead's world was filled with light. He had to shield his eyes for a moment as the glare died down. When it did, he got a surprise.

Instead of three small monsters, one big monster stood in their place. He had a large fleshy body with a face on the chest. His back held an umbrella while the head on his shoulders had brown hair and a single eye. The same head was also on a long neck.

"Just call me big brother!" TaNaKa (Taira, Naga, Kasahara) gloated.

"Oh crap!" Diamondhead gaped.

"Ben!" Diamondhead heard and he turned around to see Moka, Kurumu and Yukari approaching.

"Girls," Diamondhead shouted, "Stay back! This is dangerous!"

"Right you are, Ben Tennyson!" TaNaKa shouted as he charged at Diamondhead and then smacked the crystal skinned alien. The Pero Sapien was sent flying and then tumbled along the ground. In a flash of green light, he'd changed back into Ben.

"Damn it," Ben cursed as he saw that the Omnitrix was in the red. He'd obviously overused it today and now he was paying for it. "Not good."

"Ben!" Moka cried as she reached her downed American friend first. "Are you okay?"

"I'm fine," Ben grimaced. Standing up, he glared at TaNaKa. "But you three have to get away. This guy means business!"

"No way!" Kurumu cried. "You're my Destined One! I'm not just going to abandon you!"

"That's right!" Yukari nodded. "You fought for us! Now we'll fight for you!"

"Now we'll protect you today, Ben," Moka smiled. Taking his hand, she brought it up to her rosario. "Please?"

Ben gulped. He hated the thought of having others fight for him. But with the Omnitrix timed out, did he really have an option? Frowning, he gripped the rosario and with a single tug, it came off cleanly.

Moka's body immediately pulsed with demonic energy. Her pink hair turned silver and her body seemed to mature. Her fangs became more pronounced while her eyes turned a crimson red. Her body pulsed with the power of the vampire, making the huge TaNaKa freeze in his tracks.

"Hmmm," Moka-sama frowned as she took in the sight. "It seems trash is trash no matter where you go."

"So cold," TaNaKa shivered. He then started crying happily. "But our true idol has arrived! Hooray!"

Moka-sama was about to step forward when a rapid beeping noise caught her attention. She and her group of friends all looked down at the Omnitrix, which was blinking brightly. Moka-sama frowned and stepped closer, which made the device blink and beep faster.

"I say it's reacting to me," the vampire frowned.

Ben blinked in confusion. The Omnitrix had never done anything like this before. Holding it up, he tried to see what was happening. To his complete surprise though, the alien device activated itself, producing an image of a hulking reptile-like alien.

"What's that?" Yukari asked curiously. "You didn't show us that one!"

"I've never seen it before," Ben blinked. "I've never had it."

"Now seems to be a good time to use it," Moka-sama commented. "The trash is looking impatient."

Ben looked up to see the incoming TaNaKa. Frowning, he raised his hand and pressed it down on the Omnitrix face, bringing out a green flash.

Ben's body swelled with muscle and was overtaken by brown, scaly skin. His face became saurian with a small tail coming out from behind. His feet turned trunk-like and his body grew to twelve feet in height. In the centre of his chest, the symbol of the Omnitrix appeared.

"Humongousaur!" the new alien roared, raising his bulky arms into the air.

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**Omnitrix Encyclopedia**

**Humongousaur A.K.A. Vaxasaurian**

_This species comes from the planet of Terradino. They are very strong physically and aren't afraid to show it. They are also highly resistant to injury. A major ability they possess is the ability to increase their mass. They can grow up to sixty feet tall and their strength grows to match it. Their dinosaur features also become more pronounced. A very powerful being to have in Ben's arsenal._

_------------------------------------------------------------------------------------------------------------_

Humongousaur flexed his arms, grinning widely. "I could get to like this!" He turned his green eyes on the incoming Tanaka. "OK, let's take this freak down!" Humongosaur roared and charged straight for TaNaKa.

"Sugoi!" Yukari squealed excitedly. "Fight hard, Ben!"

"Hey, I'm not going to let these guys get away for bullying my Destined One!" Kurumu cried as she released her wings. "I'm fighting too!"

"I'm not going to stay out of this fight just to be a spectator," Moka-sama smirked before she started heading towards the fight.

"Okay! I'll fight too!" Yukari smiled.

TaNaKa was a little intimidated to see Humongousaur charging at him with a loud roar. Still, they were equal in size so it stood to reason that they had equal strength too. Getting ready, TaNaKa prepared for the fight.

"You may have gotten bigger," the composite monster growled. "But you're not stronger than us!"

"Then I guess I'll have to change that!" Humongousaur grinned.

To TaNaKa's shock, Humongousaur actually began to grow bigger! His body continued to grow until he was twice his original size. The composite monster gaped at the saurian biped that was still charging at them. Humongousaur didn't even try a witty comment before he punched TaNaKa with his enlarged fist.

"Gyaaaahhh!" the composite cried in pain as he skidded across the ground. He came to a stop before his body flashed, returning him to Taira, Naga, and Kasahara in their human forms.

"We can still win," Naga growled as he struggled to get up.

"The bigger they are," Taira nodded.

"The harder they fall!" Kasahara finished.

Trash like you should know their place," a grim female voice spoke from behind. All three fanboys turned around to see Moka-sama, Yukari, and Kurumu glaring at them.

"IDOL-SAMA!!" the boys cried in delight before lunging at the girls, hoping to actually touch them.

"Hnn!" Moka-sama growled before she unleashed her trademark kick. Her foot collided with the three, sending them all sailing with hearts in their eyes. One of their idols had touched them!

"Pathetic," Kurumu sighed.

"They're creepy," Yukari huffed.

Humongosaur just shook his head before touching the Omnitrix symbol. His entire body flashed green and he turned back to normal Ben Tennyson. He handed Moka's rosario back to her to put on, resealing her power once more. His eyes were on the Omnitrix as the girls surrounded him.

"So, you really never saw that form before?" asked Moka.

"No, but the Omnitrix has given me new forms by accident before," stated Ben, recalling how he'd gained use of Wildvine, Ditto and Cannonbolt. "I guess in emergencies, the Omnitrix unlocks new aliens."

"Wonder how many there are," asked Yukari.

"Well, one time, my cousin Gwen and I went to the future and my future self had 10,000 alien forms."

"10,000!?" exclaimed Kurumu in utter shock. Moka gasped in surprise too.

"Sugoi!" Yukari let out in amazement.

"There are a lot of things I don't know about the Omnitrix, but the creator told me I would learn in time," said Ben. "He just told me to use it to do the right thing."

"Sounds like good advice," agreed Moka.

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Ben and Moka were enjoying their walk to school again. It was the day after the attack of the fanboys and all parties involved were enjoying not being staked again. Of course, Ben would have liked to practice with Humongousaur again. After all, he didn't perfect his battle tactics with his alien forms overnight.

"So what do you think happened to those guys anyway?" asked Moka

"Don't know, really don't care," Ben sighed. "If I never see another fanboy again, I'll be happy about that."

"IDOL-SAMA!!" thee voices cried out.

Moka and Ben froze at the cry. Looking ahead, they spotted three familiar faces that were a plague in the past. They were still wearing their horrible outfits and this time they were waving flags with Moka's name on them.

"The Vampire Fan Club has found our idol!" Taira cried out lovingly. "Let us bask in your glory!"

"Eh?" Moka blinked in shock.

"Fanboys," Ben sighed while rubbing his forehead. "Why does it have to be fanboys?"

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ZK Chromedragozoid: Introducing the first of the Alien Force Omnitrix aliens. What did you think? There are still more to come, you know.

Ten-Faced Paladin: And the first of the Alien Force aliens appears. Just one of ten that are slated to appear over time. Hope you guys enjoy and anticipate the arrival of the other nine.


	5. Ripjaws to Vampire

I do not own Roasrio+Vampire or Ben 10. Those belong to their respective creators and not me. Enjoy the frutis of the labour involved in creating this fic.

Ben 10 to Vampire

By Ten-Faced Paladin and ZK Chromedragozoid

Chapter 5: Ripjaws+Vampire

_Ben had the ball at his feet, kicking at it as he ran. Flanking him were JT and Cash. They were trying to get the ball from him. No chance in hell. When they both tried a sweep kick to trip him, he jumped over them and continued to run, snickering as the two collided._

_The goal was in sight and with a single kick he sent the ball sailing through the air and into the net of the goal. The crowd cheered as Ben had just scored the winning goal for his team once the referee declared that time was up._

_Feminine cheers and cries caught his attention as he turned to see the cheerleaders. They were waving and trying to get his attention for themselves. Ben smiled as he ran over to the cheerleaders and saw a familiar pink-haired girl wearing a sexy looking cheerleader's uniform. "Here, Ben," the girl handed him a bottle of water._

_"Thanks, Moka," Ben said as he took the bottle._

_"Ben," said Moka softly._

_"Moka," he smiled at her._

_They both closed their eyes, puckered their lips and leaned in closer to…_

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WHAM!

Ben was suddenly shocked awake by a chalkboard eraser to the head. Snapping his eyes open, he looked to see Miss Nekonome glaring.

"Ara, I sure hope my class isn't boring, Tennyson-kun," the cat woman teacher said.

"No, ma'am," Ben shook his head.

"Well, please try to stay awake, alright? I have an important announcement to make."

Ben nodded and straightened himself up in his seat. He could hear his classmates snickering and even Moka was giggling too. He frowned but then it quickly turned into a smile as he remembered the dream. It didn't stop the throbbing in his head though.

"Now then," Miss Nekonome smiled. "Because our school is made much like human schools, joining a club is mandatory in our curriculum. That way we will be able to join the human world much more easily."

Ben scratched his head. He really was getting used to the fact that he had to join one of the student clubs. Then again, a lot of these people weren't human and hadn't been raised in the human world. It made sense that they needed to get used to the things that humans did. Still, Ben was probably an expert at what humans did. He had been living like one his entire life.

"But sensei!" one student called as he raised his hand. "If that's the case then you'd get an F for your disguise."

"Ara?" Miss Nekonome blinked. She looked at her behind and spotted her tail. She then poked at the feline ears on the top of her head. She looked between her obvious feline features and then back at the student who pointed them out. She was then a flurry of movement. "RAWWR!!"

"Gyaaah!" the student suddenly cried. His face was suddenly covered with scratches. He dropped back into his seat, seemingly in a daze.

"Girls are scary when you say things they don't like," Ben gulped. "Monster girls are even scarier."

"Anyway," Miss Nekonome smiled, somehow looking fine even though she had just mauled one of her own students. "All the clubs will be running booths all day! Don't be afraid to visit the Newspaper Club too. I'm the advisor so don't be shy!"

Ben snickered at the blatant advertising. Still, he had been wondering if there was a soccer team here at Youkai Academy. He hadn't seen much in terms of sports teams since he came to the school. Of course, with all the fights he had gotten into, he hadn't been able to check.

"C'mon Ben!" Moka smiled as she took her friend's arm. "Let's see what kind of clubs are out there!"

"Oh, right!" Ben nodded.

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Classes for the rest of the day were cancelled because of the day's "Club Fair". All the school's clubs had set up booths to advertise their clubs and to draw in new members who were interested in joining. Ben looked around with a look of wonder and amazement. If he didn't know better, he would think that this really was a human school and not a monster school trying to mimic one.

"Ben, have you decided on a club yet?" asked Moka who was with him.

"Well, I was hoping to join the soccer team," he answered.

"Oh, you play, right?" Moka said, remembering when Ben once told her about his life in the human world.

"Made MVP one time too," Ben boasted.

"Well, if I was going to join a club, I wish it was with you," said Moka honestly with a blush. Ben blushed too.

"Let's look around for a bit, OK?" smiled Ben.

"Sure!"

"Are you both looking for a club to join?" a beautiful girl with aquamarine hair asked. She was in a bikini and sarong. Ben blushed bright red when he saw her. She was incredibly sexy.

"Uhhhh..." he stuttered.

"I'm Tamao Ichinose, 2nd year student and President of the Swimming Club," she introduced. She looked Ben over. "You're Ben Tennyson, right? I've heard a lot about you."

"You have?" he blinked.

"There are a lot of rumours about you," she leaned in closer. "They say you can change into a lot of different monsters. I wonder if they're true."

"Well, you now how things get exaggerated," Ben shrugged. It seemed he had gotten a lot of fame through his Omnitrix-powered exploits.

Moka wasn't liking how Tamao was being too friendly with her friend Ben. She gave the older girl a dirty look before grabbing Ben's hand. "Ben, let's look around some more. Maybe we can find the soccer team."

"Oh, OK." He said to Tamao, "See you around."

"Come back anytime," Tamao smiled back. "You're most welcomed." She watched as Moka dragged Ben off.

Ben was a little confused as to why Moka was being so upset, but he figured how he was looking at Tamao probably didn't help. In his defense, when a girl walks up to you in a bikini, she can get kind of distracting.

The other clubs didn't look nearly as appealing as the Swim Club did. The Chemistry Club had proclaimed love for Moka, hoping to make beautiful love potions with her. The Mummy Club was filled with weirdoes in Ben's opinion. How they managed to become a club in the first place was beyond him. The Photography Club seemed to have more guys like the Love-Love Alliance who were busy taking pictures of Moka. The pink-haired vampire was a much desired figure for all the clubs. It got so bad both she and Ben had to escape outside.

"None of these clubs seem to be for me," Moka huffed after their prompt escape.

"Did you see that guy from the Acupuncture Club?" Ben asked incredulously. "He looked like something out of a horror movie. Some kind of pinhead or something."

"I guess the sports teams are set up somewhere else," Moka shrugged.

"Oh? Looking to joins a sports club?" a new voice asked.

Ben and Moka turned to see Tamao, still in her bikini and sarong, leaning next to a drink machine with a can of iced tea in her hand. She still had that easy smile on her face. Moka frowned slightly and Ben flushed slightly.

"You know, the Swimming Club is holding a swimsuit contest to draw in new members. Even if you don't plan on joining, you're still welcome to come and watch," Tamao smiled.

A swimsuit contest. That was any man's dream. "Well…I was kind of hoping to find if there's a soccer club," Ben frowned slightly.

"Well that's good," Tamao smiled. "Members from the other sports clubs drop by to have fun during the exhibition. We in the Swimming Club get along SO well with the others sports clubs."

"Really?" Ben asked with a growing smile. "What do you think Moka? This might be our chance to find a Soccer Club."

"Um…" Moka hesitated. "Swimming?"

"Hm, I heard that you're a vampire, Moka Akashiya," said Tamao and Moka gasped. "Wonder if all the rumors of that are true."

"Rumors?" asked Ben. "What rumors are you talking about?"

"It's nothing," Moka spoke quickly. She looked up to Tamao's challenging gaze. "We'll be there. We can find the Soccer Club if what you say is true."

"It is," Tamao nodded with a smile. "Well, we will see you there then. Bring swimsuits."

"Sure," Ben nodded. It wasn't like Moka to be so confrontational. Ben figured that something was bothering her.

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"Oh…my…god," Ben murmured in English.

Ben was sure he had seen teenager heaven. There were pretty girls in bikinis everywhere. They were splashing and giggling with the boys who had come. Ben was tempted to pinch himself to see if he really was dreaming or not. Still, he could have fun when he did what he had to do.

"Soccer Club," Ben reminded himself. "I'm here to find someone from the Soccer Club."

Moka was the only person still in her uniform. She looked extremely uncomfortable and skittish around the pool. She was eyeing what everyone was doing carefully and was staying far away from the edge of the water. Ben was wondering what she was so nervous about, but guessed that she was hydrophobic or something.

"BEN!" Kurumu tackled into the boy who was caught by surprise.

"Kurumu, hey-" He then took notice of her. '_WOAH!_'

"Oh, do you like it?" she smirked as she did a sexy pose that made her breasts bounce. She was clad in a yellow bikini that didn't leave too much to the imagination. Ben nodded dumbly. She then hugged his arm to her chest. "Well, I hope we can get some alone time later. Then I can take it off for you."

KLONG!

A large pail knocked Kurumu to the ground before it disappeared in a puff of smoke.

"Stay away from Ben, you big breasted cow!" shouted Yukari who was clad in a blue onepiece. The standard school swimsuit. "He doesn't need you shoving your boobs in his face!"

"At least I have breasts!" Kurumu snapped as she got back to her feet. "You're as flat as a washboard! Why would Ben even think of looking at you? You're just a little kid!"

KLONG! "Take that back!"

"Make me!"

"This is getting to be a running gag," Ben sighed. He looked over to Moka, who still looked uncomfortable. "So, how about we look for someone from the Soccer Club?"

"Okay," Moka nodded with a nervous smile.

"Well hello there."

Ben and Moka turned and again found themselves looked at Tamao again. She was without her sarong, but the bikini was still there. Ben gave an admirable effort not to stare at her figure. Moka huffed again at the appearance of the Swim Club captain.

"H-hey," Ben waved.

"Hello," Moka nodded stiffly.

"Why aren't you in the water?" Tamao asked in a pouting tone. "I don't think you can really enjoy what we have to offer if you don't get in the water."

"Well, I was kind of hoping to find a representative from the Soccer Club first," Ben replied.

"Oh, well I haven't spotted anyone from there yet," Tamao replied with a smile. "Why don't you enjoy the water? If I or one of my club members spots someone from the Soccer Club, we'll let you know."

"Well…I dunno," Ben muttered.

"Oh come on," Tamao giggled as she took Ben's arm. "All work and no play makes you a dull boy, you know."

Moka tried to protest, but Tamao was already off with Ben. Moka tried to follow, but a sudden splash caught her attention and she had to move to avoid being splashed by one of the other members of the Swim Club. Looking up, Tamao and Ben had vanished into the crowds of people.

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Boys were surrounding the pool, admiring and cheering on the bikini clad beauties on stage. Even Ben was present but he wondered where Moka was.

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As for where Moka was, she was sitting in an alley between two buildings, gritting her teeth in pain. Some of the water had gotten on her and now she was in pain. To vampires like herself, water was a weakness and in her sealed state she was feeling intense pain.

Her rosario suddenly spoke, "_You fool, why did you even go near the pool? You should've stayed away_. _You know what water does to us_."

"I just wanted to be with Ben," she said, shivering.

"_Fool, if the boy can't see how hurt you are he's not worth the trouble._"

"I thought you liked him."

"_I just admire his abilities with those alien forms of his but he hasn't earned my full respect yet_." Indeed. To earn Moka-sama's respect took more than just strength.

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Ben was drifting along the water. The view was nice and the girls seemed friendly, even helping some of the boys who had trouble swimming. Still, Ben suspected that those guys were only pretending to be having trouble so the girls would hold them.

Still, Ben really wasn't having fun. He just wanted to find someone from the Soccer Club and any guy he tried to talk to told him to bug off before heading to meet with one of the Swim Club girls. It annoyed him to no end and he was getting tired of the disrespectful attitude that the boys were showing. Was he really drooling like an idiot over these girls?

Even worse, Moka seemed to be absolutely miserable. She was sitting against the fence and looking pretty sad. Ben felt a gnawing at his gut every time he saw her. Sighing, he paddled over to her and leaned against the wall.

"Hey, Moka," Ben sighed. "You not enjoying yourself?"

"Not…really," Moka admitted sadly.

"I heard vampires can't cross running water," Ben frowned. "Is that true?"

"Sort of," Moka nodded. "We can't touch water at all. Unless it's treated, we can't touch it."

"Huh?!" Ben blinked. "Moka, why didn't you say so? I'm not even having that much fun here right now. Why don't we head out and find a different club?"

"But…didn't you want to meet someone from a Soccer Club?" Moka asked.

"We're better off finding their booth," Ben frowned. "All these guys prefer to look at the girls in bikinis. I swim to have fun, not stare at girls. Let me get my towel and then we can get going."

"Okay!" Moka smiled.

Both suddenly heard screaming and when Ben spun around, he saw the Swimming Club girls biting the guys and the guys started to turn into dry and wrinkly husks. "What's going on!?" shouted Ben.

"Ben, get out of the water!" shouted Moka as she reached for him but a splash of water caused her to recoil.

"Moka!" Ben cried but the water began choppy and messed with his balance.

"Sorry, Ben Tennyson, but I can't really do that," smirked Tamao.

Ben turned to where the Swim Club captain was and found that her legs were replaced by a large fish tail. Her ears were likewise replaced with fins of some kind. Obviously she was some kind of water aligned monster. One that Ben had to get away from. Unfortunately, Tamao proved to be fast in her true form, wrapping her arms around his torso and dragging him down.

Ben struggled against Tamao's hold as she tried to drag him under water. He managed to get one arm loose and activated the Omnitrix. Without looking, he scrolled through the alien forms quickly and slammed his hand down.

The flash of green light was blinding and Tamao was forced to let go of Ben and shield her eyes. Everyone could see the glow of green shining under the surface of the water before there was a large splash as something leapt out.

"Ripjaws!" the creature called as he revealed himself. He had light blue scales with white eyes. He had a fish like head with green fins on his forearms and head, a face that looked like an angler fish's along with the hanging antennae and webbed feet and hands. He also wore a black loincloth. A black patch of cloth on his shoulders bore the symbol of the Omnitrix.

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**Omnitrix Encyclopedia**

**Ripjaws A.K.A. Picciss Volann**

_These aquatic people hail from the planet of Picciss. They share a few traits with the earth animals known as alligators, sharks, and fish. They have a large mouth which allow them to swallow large things. They are able to withstand high pressures of water along with breathing it. Their danglers allow them to see in the dark. Despite their ability of land travel, they get quickly dehydrated within a few minutes of being away from water, making the use of this form on land limited._

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The legs disappeared into the loincloth which then turned into a fish's tail before Ripjaws dove back into the water. Tamao didn't hesitate as she let her face change to a slightly fish-like image with sharp teeth. She meant business. On the other hand, so did Ripjaws.

Ripjaws plowed through the water like a shark, overshooting Tamao before she could blink. At first Tamao thought it was an accident before the screams of her fellow club members reached her ears. Turning around, her eyes bulged as she saw her fellow mermaids being pulled under the water before being hurled out of the pool with a muffled 'krack' noise. The collected boys were taking advantage of their sudden savior and were scrambling out of the pool as fast as they could.

"No!" Tamao shrieked. "I won't let our meals get away!"

Diving into the water, Tamao surged towards the image of Ripjaws, who had just punched one of her club members out of the pool. Turning, Ripjaws narrowed his beady eyes on the approaching mermaid. Growling, he took off with a surge of water. She was the last mermaid in the pool.

Above the water, Moka, Yukari, and Kurumu were watching the choppy water in concern. None of them were going to be any use in the situation. They were confident since Ripjaws and beached all of the other mermaids save Tamao herself. They could see the two aquatic fighters swimming at each other at an incredible speed.

SPLOOSH!!

There was a sudden explosion from the pool as the two images beneath the water collided. The water splashed in all directions, soaking almost everyone. Yukari cast a protective shield so Moka wouldn't get wet. Kurumu just took advantage of it. Everything was silent as the water calmed down. The image under the water moved to the edge and a soft splashing noise announced Ripjaws exiting the pool. In his hand he was clutching the unconscious Tamao in her human form.

"We are not your food!" Ripjaws snapped at the recovering mermaids, making them shiver in fear. His big-toothed maw made for an intimidating sight. "Learn some self-control!"

Dropping Tamao on the ground, Ripjaws walked over to his friends. He raised his webbed hand to the Omnitrix symbol and deactivated it, flashing green. Now Ben again, the American walked up to his friends.

"You guys okay?" he asked in concern.

"We're OK!" Kurumu smiled.

"I'm okay too!" Yukari smiled.

"Yes," Moka smiled happily.

'_Well, well,_' Moka-sama pondered through the rosario. She was pleased to see that the American had finally took notice of her softer side's discomfort. '_So the boy can be taught._'

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Needless to say, none of the four friends wanted to join the Swimming Club after the little stunt the senior members had pulled. After Kurumu and Yukari got their regular clothes back on, all four friends made tracks. Unfortunately, most of the club booths were full and the ones left were clubs that were either filled with weirdoes or clubs they didn't want to join.

When Ben eventually found the Soccer team, they'd refused his application. Apparently, they didn't have any spots on the team anymore but in reality they were doing it out of spite because of Ben being so close to Moka. He didn't know this but he had a feeling that they'd rejected him out of jealousy. Well, who needed them anyway?

At the moment, the group of friends was sitting in the cafeteria. Kurumu sighed, "I guess we don't have any clubs to join now, huh?"

"I guess so," admitted Ben.

"I'm just glad Ben is safe," said Moka.

"I'm sorry I brought you to the pool, Moka," Ben apologized. "I didn't know that water did that to you."

"That's okay, Ben," Moka smiled. "I never told you so how would I expect you to know?"

Ben smiled at Moka's forgiveness. She could have been seriously hurt by the water and the mermaids, but she chose to forgive him anyway. He felt better about that much. Still, their main problem was still there. None of the good clubs had room for them now.

"What's this?" asked a cheerful voice and they turned to see their teacher, Miss Nekonome, looking at them. "Why so glum?"

"We don't have a club to join," said Ben.

"Oh, no problem!" said their teacher with a knowing smile. "Why don't you all join the Newspaper Club? All our members graduated last year so it's pretty empty. How about it?"

Ben perked up. "Hey, that's not a bad idea." It was a chance for him and Moka to be in the same club. He turned to his pink-haired friend, "What do you say, Moka?"

"It sounds like a good idea," said Moka.

"Hey, let me join too!" said Kurumu.

"Me too! Me too!" Yukari added.

Ms. Nekonome smiled. Looks like the Newspaper Club was going to get some new blood after all.

To Be Continued...

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ZK Chromedragozoid: Ripjaws debuts. So, now they are joining the Newspaper Club. I hope to see some more support.

Ten-Faced Paladin: Reviews make the world go round and keeps writers on track for updates. Keep it up and we'll put out more chapters for your enjoyment.


	6. Benwolf to Vampire

Neither myself or ZK Chromedragozoid own Ben 10 or Rosario+Vampire. We are only working together to create this fic for fun. We are not getting paid and we really don't expect to be. So lay back and enjoy the fic.

Ben 10 + Vampire

By Ten-Faced Paladin and ZK Chromedragozoid

Chapter 6: Benwolf + Vampire

Having lunch with the girls was certainly an interesting experience for Ben. As they sat together under a tree for shade, Yukari, Moka and Kurumu had each brought along some extra lunch boxes for Ben. Even for him it was a bit much and well what he got was certainly interesting. Being human meant he had a slightly different sense of taste than the girls.

"Try mine!" Kurumu insisted. Hers mostly had sweets.

"No, try mine!" Yukari pushed Kurumu aside to present hers to Ben. Ben could see a twitching frog's leg and some crickets.

"Ben, I'm not so good at cooking but please try mine," said Moka. Out of the three, her bento looked like actual food which was good for lunch.

Ben wasn't sure what to do. He couldn't just choose one. If he did that would cause a mini-war. He wasn't oblivious. He knew these girls liked him, a lot, and it was proving difficult for him to make other friends. Still, the gesture was welcomed but how was he going to eat all that?

"Girls, please, I can't eat all that," Ben said. They frowned. "But, I think I know what can." He rolled up his sleeve and revealed the Omnitrix. He scrolled through the alien forms he had and found the perfect one for the job. "OK, cover your eyes!" He slammed his palm down. Once the green flash subsided, the girls stared at a new form Ben hadn't shown them before.

"Upchuck!"

Ben was replaced by a small pudgy green alien. He looked hamster-like with some reptilian traits and had beady white eyes. Small ridges ran down his back and a stubby tail came from the back. His arms and legs were black. He had a plump tummy which seemed to be kind of cute. On the back of his left hand was the symbol of the Omnitrix.

* * *

**Omnitrix Encyclopedia**

**Upchuck A.K.A. Gourmand**

_The Gourmand people hail from the planet Peptos XI. They have four adhesive tongues which are able to get a hold on a lot of things and even break them under their surprising muscle power. The Gourmands are capable of eating almost everything and anything. Their jaws are adjustable so they can swallow things bigger than their mouths. When the items reach their stomachs, they get digested and converted into explosive plasma balls that the Gourmands can spit up as weapons. The only real downside to these people have is their small size, which can make it hard to fight sometimes._

_

* * *

"Kawaii!" Yukari giggled as she took in Upchuck's form._

"Heh, I'm feeling hungry," Upchuck laughed as he eyed the three bento in front of him. Now that he was in this form, the odd-looking bentos didn't look all that odd or unappetizing anymore. "Down the hatch!"

Upchuck then opened his mouth and three tongues lashed out. They wrapped around the lunches and their containers. In another snap movement, Upchuck withdrew his tongues and pulled the three lunches into his mouth. He chewed happily, not even slowing down for the plastic and metal that was holding the food itself. After chewing, he gulped loudly,

"Delicious!" the human turned Gourmand smiled. He patted his protruding stomach with his tiny hands.

Moka, Kurumu, and Yukari sweatdropped at what they had seen. Well…Ben had eaten their lunch. They were kind of hoping that he would pick ONE of them. Of course, did he have to eat the containers AND utensils?

"Ooh…" Upchuck groaned. "I don't feel so good." His tummy rumbled. "Girls, stay back!" he warned.

"Ben, are you okay?" asked Moka in concern.

"I will after I…" Upchuck's cheeks swelled up. "Oh boy! This is a big one! TAKE COVER!" The girls did as told and hit the dirt as Upchuck released a belch. A plasma ball flew out of his mouth and into the tree, incinerating the leaves. The girls gawked at the amount of power such a little guy had. "Urk, sorry," Upchuck apologized.

* * *

After school, the girls went to the field to watch Ben play soccer…with himself. It wasn't so hard once he changed into another cute looking alien form known as Ditto. They all looked identical and there were 10 of them, 5 on each side. Luckily, colored arm bands made sure that the Dittos could tell which was on which side.

Ditto seemed to be a short alien with long arms and stubby legs. His face was slightly elongated and he had green eyes His skin was white and he was wearing black hat on his head with the Omnitrix symbol on his forehead.

* * *

**Omnitrix Encyclopedia**

**Ditto A.K.A. Splixson**

_These people hail from the planet Hathor. They have the ability to clone themselves to an undetermined degree. The clones act independent of the original, but usually do what he wants since they have the same mindset. A downside is that they share pain. If one gets hurt, the others will feel it. If one gets knocked out then they all go down. They also only possess strength proportionate to their size, which isn't impressive_

_

* * *

_

"Block him!" one of the Dittos shouted as another one of them got the ball closer to the net.

"I got him!" the goalie called as he prepared himself.

"Try to catch this!" the Ditto with the ball grinned as he kicked the ball as hard as he could. The Ditto goalie couldn't get to it in time and the goal was made.

"GOOOOAAALLLL!!" the kicker Ditto and his team cheered as they crowded together in celebration.

"Yahoo! Go Ben! All of you!" Kurumu smiled as she waved her arms.

"Um…which one are we cheering for?" asked Moka in confusion. All the Dittos looked alike to her so she wasn't sure who to cheer for. The colored armbands, which were blue and red, didn't help matters much either.

* * *

They day had gone and soon Moka, Yukari, Kurumu, and Ben were all waiting in the classroom that Miss Nekonome had designated as the Newspaper Club Room. At the moment, the advisor herself was standing at the front of the room.

"Uhhh," Ben began in confusion. "Is…there anyone else in this club?"

"Of course there is!" Miss Nekonome smiled. "He seems to be running a little late though. He's the club president so he'll be here to help answer any questions you have!"

Almost as if on cure, the door to the room slid open. Stepping inside was a young man who seemed to be at least a year older than them. He was wearing the school uniform, but without the tie and the first few buttons undone. He was also wearing a wolf head necklace. He had black hair which seemed to be untamed and held back by a headband. He also had some good looks with him too. In his arms were two bouquets of flowers.

"Oh man. The first day and I'm already late," the boy sighed as he walked to the head of the classroom. "Hey. My name's Ginei Morioka. Just call me Gin for short. Let's try to get along shall we?"

Grinning, Gin walked forward to meet the group of friends. Smiling charmingly, he handed the two bundles of flowers to Moka and Kurumu, "I gotta say this club lucked out to have girls as pretty as you two join up."

Moka flushed slightly while Kurumu took it in stride. She was used to getting such flattering compliments. Moka never considered herself that pretty so getting compliments was still new to her. Ben rolled his eyes as he waited for Gin to stop trying to flirt with his friends.

"And you must be the child genius Yukari Sendou," Gin smiled as he produced a rose for the youngest of the group. "Welcome aboard."

Leaving the giggling Yukari, Gin turned to face Ben, "And you have to be Ben Tennyson, the American shapeshifter. You know, people have been talking about you so much I might have to do an article about you."

"I think I'll pass," Ben chuckled. Well, at least Gin seemed to be an okay guy.

"That's a shame. I never give up on a story though," Gin smiled.

"Well, it looks like things are under control," Miss Nekonome smiled. "I'll leave things in Gin-kun's hands then. See you later!"

With a wave, Miss Nekonome left the classroom. Gin saw his cue and sauntered up to the front of the classroom and stood at the podium. He leaned on the wooden stand and looked out at his new club members.

"Okay, for all you newbies, the School Newspaper is the source of all information and news all things Yokai Academy," Gin explained. "As such, we search out news everywhere to report to the students."

"Yeah!" Ben and the girls cheered. It was a very inspirational speech for a simple club. Seeing that he had his club member's enthusiasm, he decided to continue.

"Okay, first order of business then," Gin nodded, turning serious. "There have been numerous reports of someone peeking in on the girls changing rooms and even in the girls dorms. No one has been able to get a good look at him and he's been gone so fast no one else has managed to catch him in the act."

"Geez. What a creep," Ben grimaced. Sure, he had a healthy appreciation for female bodies, but this was taking things a little too far.

"I know," Gin nodded. "Our first assignment is to interview people who claim they saw this guy. We're also going to be putting up posters for the Newspaper club while we're at it."

Everyone sweatdropped at the notion. Apparently he was still looking for more members for his club. Still, with only five members, it was understandable that Gin would want to bring in more members. Most of the other clubs did have dozens of members and even though Gin had the hottest girls in the school in his club, he still had a small club.

"Still, don't let this halt your investigation," Gin continued. "Let's catch this guy!"

"Yeah!" the girls cried.

* * *

The day was spent putting posters all around the academy for the girls. Ben and Gin started out by asking several girls about what they saw and whatever information they could offer. Of course, they could have gotten a lot more interviewing done if Gin hadn't spent half of their time flirting with the girls they talked to. Eventually, they stopped for lunch.

"Did you find anything?" asked Moka curiously.

"Not much," Ben sighed as he looked over his notes. "So far no one has gotten a good look at this guy. All they managed to see was some messed up shadow peeking at them. The second they saw him, he bolted."

"He's a slippery one," Gin muttered.

"So you have nothing?" asked Kurumu disappointedly. She was looking forward to seeing Ben kick the pervert's butt.

"Well, I think this guy's using his true form to peek," Ben replied as he began eating his lunch. "I don't see how he can be so fast otherwise."

"You think so?" wondered Yukari. "That might be a hint! I don't think many monsters can go that fast!"

"It's something," Ben shrugged. "Still, if we really want to get this guy, we might have to catch him in the act."

"And that would be the hard part," Gin nodded. He then looked over to Ben. "Say, one of the girls I interviewed mentioned she saw someone suspicious over at one corner of campus. I think it sounds like a solid lead."

"You think so?" wondered Ben. "Where is it?"

"Near the edge of campus," Gin answered. "You know, one of those back lot places like where the incinerator is kept. No one goes there, but lots of people can see it. It actually makes for a good place for privacy."

"I'll bet that pervert has been creeping around there!" Kurumu growled as she clenched her hands. "I can't wait to give him what for!"

"You'll get your chance," Gin nodded. "Anyway, Ben, I want you to help me investigate this lead. I want the girls to keep putting up posters while we investigate. It shouldn't take too long."

"You got it!" Yukari smiled with a thumb's up.

"Great," Gin grinned. "Okay, Ben, let's get a move on. The sooner we investigate, the sooner we can catch this guy."

"I'm on it!" Ben nodded as he got up.

* * *

The two young men headed around to the back of the school. It looked pretty bare save for the wall of a building with a small window and a nearby barrel. Ben looked around, finding that it didn't look too much like a secret hideout. In fact, it looked like no one would go there period.

"Are you this is the place?" Ben asked uncertainly.

"From what my sources tell me," Gin nodded. "I think he must be inside. Think you can take a look inside?"

"Um…" Ben mumbled as he looked around for something to stand on. For some reason, he was beginning to get a bad feeling about all this. It was instinct. After fighting evil for so long he developed pretty good instincts, with help from Grandpa Max and his cousin Gwen.

"You can get on this barrel over here," Gin announced as he pushed the metal barrel from before over. "It feels pretty solid, but you'd better get on top of it. You look lighter so you had better do the lookout. I'll keep it from falling."

"Okay," Ben nodded. Ben stepped onto the barrel in question and stood up. He kept himself steady and gripped the windowsill for balance. After making sure he wasn't going to fall, he dared to take a look inside.

What he saw threatened to make him break out in a sudden nosebleed…or make him grin like an idiot. What he saw was a bunch of girls who attended Yokai Academy. They were all in various forms of undress, revealing their underwear and a lot of their bodies. Apparently the girls of Yokai Academy liked to wear frilly underwear too.

"Wagh!" Ben cried as he fell backwards and onto the dirt. He gasped for a moment to catch his breath. "Wait a minute! That…that was…"

"The girls' changing room, I know," Gin chuckled. Ben looked over and saw that he was holding a camera up to Ben and not holding the barrel like he said he was. "Enjoy the view?"

"Huh? Wha-?" Ben gaped. "What the heck is going on?!"

"I'm catching the Peeping Tom of course," Gin chuckled as he turned the digital camera around and revealed a picture of Ben looking into the locker room. "Bet Moka won't be too happy with you when she sees this shot."

"What!?" shouted out Ben. He then realized it. "You set me up!"

Of course, the girls had heard him.

"What was that?!"

"Is it the Peeping Tom?"

"Sounded like a guy!"

"Now that was a dumb move. Those girls are gonna come out here in force," Gin chuckled.

"Why are you doing this?" asked Ben in anger as he reached for his Omnitrix.

Gin answered, "I'm willing to do anything to get my hands on a pretty girl like Moka. You're an obstacle that in my way. Sorry, but all's fair in love and war. Later, Ben."

With a wave, Gin vanished in a blur. Ben gaped as his club president vanished. Still, he had something else to worry about as he heard shouting.

"It's him!"

"The Peeping Tom!"

"Get him!"

"Oh, man!" Ben gulped as he saw the angry mob of girls with various make-shift weapons, mainly brooms, baseball bats and mops. He made a break for it and activated the Omnitrix. "Come on, give me something so I can hide!" He slammed his palm onto it and vanished in a flash of green light.

The girls ran past a bush. Once they were gone, Grey Matter snuck out and let out a breath of relief. Of course, he was also angry at Gin. "That Gin. I'm gonna kick his butt for this. But first, I gotta get away." The small alien then scurried away to safety.

It didn't take Ben long to get away. Grey Matter was good at squeezing into small and tight places so he could get away. He was also lucky that none of the girls had managed to get a good look at him. Then again, being an American in a Japanese school might make it pretty easy for him to be identified. Soon enough, Ben had returned to his human form and was heading to find his friends before Gin tried to trick them.

Unfortunately, Gin had a better plan than that. Walking past a bulletin board, Ben froze in horror when he saw that the front pages of the next school newspaper were posted in plain view. The big picture on the front was him looking inside the girl's locker room.

"Oh, he is so dead," Ben growled. Whispering started up behind him and he saw several students staring at him. Many of the girls looked on in distaste. Things were starting to look bad for him.

* * *

The door to the club room was thrown wide open as Ben stormed inside. He was ready to go Fourams or Humongosaur on Gin but right now he wanted to pound Gin into the dirt with his bare hands.

"Gin!" Ben snapped as he eyed the club president.

"Hey, Ben," Gin smirked. "See anything good in the paper recently?"

"Save it. You set me up!" Ben growled. "For what?! Just so you can actually get a date with Moka or something? Are you incapable of asking her?"

"Oh please, she's stuck to you like glue," Gin snorted. "The only way I'd get her attention if I get you out of the way."

"By making me look like a pervert?!" Ben growled. "I oughta-!"

"Ah, ah, ah! Lay a hand on me and it will only prove what I said in the paper," Gin interrupted. "Just give up, Ben. Let me have my fun with Moka. Maybe in a couple of months or so the students will forgive you."

Ben was feeling to temptation to go Fourarms on Gin grow that much. Still, it wouldn't help his situation. Gin was holding all the cards and he knew it. If Ben wanted to prove his innocence, he would have to prove that Gin had set him up in the first place. Otherwise everyone would believe Gin and get Ben branded a pervert for the rest of his life in Youkai Academy.

'_It just gets better and better,_' thought Ben sarcastically.

* * *

After school ended Ben decided to get some time to himself. He had quickly gotten tired of people throwing him suspicious looks. Gin's stupid article had spread like wildfire and the girls were probably out for his blood by now. If he didn't watch his back, someone would be after him for what that jerk did. To that end, he placed himself on the roof of the school since no one went up there after lunch. He had been there all afternoon and now night had fallen with the full moon rising above the horizon.

"Ben!" a familiar voice cried out.

"Huh?" Ben blinked. He looked up to see a rather upset Moka. "Moka?"

"Ben, is it true?" she asked bluntly. "Is it like Gin-sempai said? Are you really the one who was peeping?"

"No it isn't!" Ben cried, standing up. "Honestly Moka, Kurumu throws herself at me all the time! If I don't react like a pervert when she presses herself against me and stuff, do you really think I'd go around peeping at girls?"

"Well…," Moka mumbled, still looking upset but also a little guilty. "I saw the front page picture."

"I didn't even know that it was a girls' locker room!" Ben insisted. "Gin just took me back their on a lead and told me to look inside! Next thing I know, he's taking a picture of me saying he's caught the peeper!"

"But, why would he lie? He seemed so nice," said Moka.

"Moka, people aren't what they seem and in this school that rule applies to EVERYONE," pointed out Ben. "And, for WHY he would lie, let's just say he has the hots for you." For some reason Ben felt a little jealous when he thought about Gin and Moka getting together. Sure there was Kurumu but he felt something special for the vampire.

"So, you didn't do it?" asked Moka.

"No," Ben replied. "How can you doubt me?"

"Well, pictures do speak a thousand words," said Gin as he appeared out of nowhere. In his hand and spread out like a fan were the pictures of Ben being the Peeping Tom. "Who are you gonna believe, Moka? This Gaijin pervert or me?"

Ben clenched his fists. All he had to do was to use the Omnitrix and Gin would be walking in crutches before long. It was just so tempting. Plus, it was making it worse that Gin was sorely asking for a butt-kicking.

Moka looked terribly indecisive at the moment. On one hand Ben was telling her that he was innocent and that he was set up. Meanwhile, Gin was saying he had caught Ben in the act and had the photos to prove it. Still, Moka knew that doing something like peeping was completely out of Ben's character. He just didn't seem to be the type who would be interested in doing that sort of thing. Gin seemed like a good person too, but what kind of person would frame another for peeping?

"Who we shouldn't believe is you!"

All three students turned to where he voice was coming from. It turned out to be Kurumu and Yukari. Both were dressed up like detectives. Kurumu was in a Sherlock Holmes getup while Yukari was in something like a Japanese detective getup. Both of them looked pretty serious despite the situation and what they were wearing. Ben was just wondering where they had gotten their outfits.

"Kurumu? Yukari?" Moka asked in surprise.

"What are you two girls doing up here?" asked Gin.

"And what's with those costumes?" added Ben, equally confused.

"You see, Ben," began Kurumu. "After the news got out, me and Yukari did some investigating to clear your name."

"Of course Ben would never do such a thing as peep," added Yukari, "So we looked for clues."

"Take a look at these photos!" Kurumu cried as she brought out several shots of Ben's 'peeping' that they had gotten for themselves. "We can only see the top half of Ben! Gin's article said that he used a barrel to look! How did he know that?"

"That's a good point," Moka agreed. She then turned to Gin. "How did you know?"

"T-that's," Gin gulped. "That's because I went to the scene after all the excitement. Since the barrel was there I assumed he used it. I've never been there so I had to guess."

"So you also know that Ben had moved the barrel originally?" asked Yukari skeptically.

"He had to," Gin answered. "I mean, there was nothing else there originally."

"Oh?" Kurumu smirked, seeing her opportunity. "Didn't you just say that you had never been there before? How would you know that nothing was there originally?"

"Uh?" Gin gulped.

"Obviously you knew that there was a good peeping spot there," Yukari answered while folding her arms.

Gin grimaced, realizing that he had been caught in a lie. He broke out in a cold sweat for a moment before he managed to put on a cool smile. "Okay, okay. I have been there before. I also know that the barrels could be used for support, but c'mon. There's no proof that I was there."

"Sure we can, Sempai," Kurumu smirked.

"Huh?" Gin blinked in shock.

"You see, the female students had taken those barrels away since they didn't want anyone else using those barrels to peep inside."

"In other words," Kurumu added. "Those barrels were there for the crime and immediately afterwards. Besides those at the scene, it was impossible for anyone else to know those barrels were there! We even have witnesses who say you had moved those barrels there before the crime happened!"

"Then that means…" Moka gasped as realization came to her.

"The real criminal…is YOU!" both Kurumu and Yukari cried as they pointed at Gin accusingly.

"Uh…uh…," Gin gulped as he backed away. As he stepped, several photos fell out of his jacket. All of them depicted girls in obvious forms of undress and completely unaware that anyone was watching them. With this undeniable proof, Gin knew that he was busted.

"Enough of this!" Gin frowned angrily. "Since I can't use trickery, I'll just make Moka my woman by force!"

Gin leaped up into the air with blinding speed before he landed at the other end behind Ben and the girls. Growling, Gin's body began to swell with raw and wild power. His face sprouted gray fur before turning into a canine snout while his ears relocated to the top of his head.

"A werewolf!" Yukari gasped.

"They're supposed to be on par with vampires in power!" Kurumu cried.

"Because of you I'm ruined! Now, if I can't have Moka by trickery, I'll just use force!" snarled Gin.

"Fat chance!" announced Ben. If Gin was gonna use a beast form, then so was he. He activated the Omnitrix and slammed it down and in a flash of light the orange furred Wildmutt now took his place. Wildmutt roared and lunged at Gin only for Gin to blur out of the way and strike Wildmutt from behind. Gin then started to strike at Wildmutt with his claws, causing the Vulpimancer to howl in pain. Wildmutt tried to take a bite out of Gin but missed and Gin sent Wildmutt flying with a kick. The alien went skidding against the floor and in a flash of green light was once again Ben.

"Ben!" the girls cried.

"He's fast," groaned Ben as he got back to his feet.

"Of course I am!" laughed Gin. "Look up at the sky!" There was a full moon there. "Because of its light I can use my full power and speed! Face it, Tennyson, you can't beat me. None of your forms are fast enough!"

Ben began to chuckle and the girls stared as Ben once again went for his Omnitrix.

"Face it, Ben," laughed Gin. "You've lost. Now, just hand Moka over and nobody gets hurt." He grinned with his wolfish teeth. "I don't see what's so hard about that."

"Right," Ben frowned. He held up the Omnitrix and began scrolling through the alien forms he had. "You think you're pretty fast do ya? Let me show you some real speed!"

Ben pressed down on the face of the Omnitrix and allowed the change to overtake him. His body thinned down while his skin turned blue. His hands turned to black talons while his body was covered with a black bodysuit with an angular head and helmet. A long blue tail jutted from his back while his feet turned reptilian with spheres in them. The Omnitrix symbol was centered in his chest.

"XLR8!" the new form of Ben Tennyson hissed, glaring at Gin with his green reptilian eyes.

* * *

**Omnitrix Encyclopedia**

**XLR8 A.K.A. Kineceleran**

_This species comes from the accelerated planet of Kinec. These are probably some of the fastest people in the universe. They can easily go up to speeds of 500 km per hour. Fast enough to run up walls or across water if they so desire. Ben has actually created tornadoes with his XLR8 form. It is rumored that magnets give Kinecelerans problems to the point where they can't balance. This rumor hasn't been proven yet._

* * *

"Doesn't look too impressive," Gin snorted.

"Oh, you'll see," XLR8 smirked before a black visor with an blue X on the front covered his face.

Gin snorted again before he lunged, expecting XLR8 to be an easy target. To his shock, XLR8 managed not only to avoid the strike, but return a counterblow with his tail, smashing it into his snout.

"Ow!" Gin cried as he stumbled backwards. Looking forward, his eyes widened as he saw the blue alien charging at him with a speed that exceeded a werewolf!

POW!!

Gin was slugged across the face with a rapid punch from XLR8. The stunned werewolf skidded across the roof and came to a stop. Groaning, he got back to his feet with a snarl.

"You want to make this a test of speed? Fine!" he snapped. Using every bit of power his body allowed, Gin charged at the black opponent.

"Not bad," XLR8 nodded at the oncoming werewolf. "Could be better though."

With that, XLR8 sped out of Gin's sight. The angry werewolf skidded to a stop on the ground, trying to find where he had gone. He never looked up, so it was understandable that it was a surprise when XLR8 came crashing down on his head, putting it into the stone.

"When you're fast enough to go up walls," XLR8 smirked. "Nowhere is impossible to get to."

Gin growled as he got up and lunged at XLR8. The Kineceleran just dodged all of Gin's attacks like they were nothing. It was then that XLR8 noticed that Gin was getting…slower. He looked and smirked and then ducked under a swing before tackling into Gin.

"Getting slow, Fido?" mocked XLR8.

"What?" Gin asked, confused.

"Look up in the sky," XLR8 pointed. Gin did and his eyes widened as he saw the moon had been covered by clouds.

"My power-!" Gin began.

"Is going to go to the dogs!" said XLR8. "Now, it's time to finish this!" He then tapped the Omnitrix emblem on his chest and in a flash of green light XLR8 changed into a new alien.

"Benwolf!" the lupine alien howled.

* * *

**Omnitrix Encyclopedia**

**Benwolf A.K.A. Loboan**

_These canine people hail from the moon Luna Lobo, an Anur Transyl moon. They are fast, strong, and agile. They also have the ability to unleash an ultrasonic howl from the quadric-hinged mouth that they possess. Ben first encountered one in a Navahoe Reserve when it attacked the people so to get technology. It was also the same time that Ben discovered that the Omnitrix could absorb alien DNA from contact. The only known weakness this species has is the fact that they are colorblind._

* * *

Benwolf stood several heads taller than a regular adult. He was covered with dark blue fur that was lighter on his muzzle and chest. His eyes were bright green and he was wearing a white bodysuit which had black highlights on it. The Omnitrix symbol was situated on his narrow. A canine tail swished from his back and his legs were more canine than humanoid.

"What the-?!" Gin gaped.

"He's a werewolf too?!" Yukari gasped in shock.

"Wow," Kurumu admired. A sultry look then entered her eyes. "He's better looking that Gin anyway."

"Grrr!" Gin growled angrily. His sharp hearing had caught Kurumu's comment. It wasn't enough that Ben was getting their attention through his foreign looks and weird forms, but he also has to be a better werewolf? The kid was dead!

As Gin began his charge, Benwolf warned, "Girls, get behind me, and cover your ears." Moka, Kurumi and Yukari did as told and pressed their hands over their ears. "Here we go." Benwolf then opened his mouth, which opened up in four sections and then he unleashed his howl.

"AWWWWRRRRRRRRROOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!!!"

It came out in the form of green sonic energy that slammed into Gin at full force. Not only was Gin caught by surprise by the impact, he was also sent flying high into the air. They all watched as Gin came crashing down, unconscious and injured by Benwolf's sonic howl.

"Hmph!" Benwolf snorted. "Lightweight."

Benwolf reached to the Omnitrix symbol and his entire body flashed before he returned to his human form. Gin was definitely down for the count and wouldn't be peeping on anyone for while. Heck, walking might be problematic for a while.

"Boy did that feel good," Ben grinned. "I mean, I know it shouldn't but after what he put me through…"

"He deserved it," Kurumu shrugged. "Still, you didn't tell me you could turn into a werewolf too! I thought you could only become aliens!"

"Well, believe it or not that was an alien," Ben explained, stunning his friends. "Grandpa said they were called Loboans, I think. They come from the same galaxy as Ghostfreak."

"Wow! How'd you know that?" asked Yukari.

"I met a Loboan," Ben answered. "He was hiding out in America, snatching tech from people to build a transceiver. Nasty guy too. I fought him and the Omnitrix absorbed his DNA, letting me change into Benwolf. The change was so slow though I thought I was turning into a werewolf."

"Wow, alien werewolves," Yukari breathed out an awe.

"Speaking of werewolves, what do we do about this perv?" asked Kurumu, pointing at the downed Gin. "I say we should just leave him."

"As much as I want to, we'd better get him to the infirmary," Ben sighed. "A perv and liar he might be, but we just can't leave him."

"Um…Ben?" Moka began nervously.

"What is it, Moka?" he asked.

"I'm sorry for doubting you!" she apologized, bowing profusely. "I shouldn't have doubted you at all. I knew you wouldn't do such a thing as peep!"

"Hey, I forgive you," said Ben with a smile. "So, who wants to help me take this perv back to the infirmary?"

* * *

With the Newspaper Club's resources, Ben's name was cleared and the true culprit was exposed, which pretty much ruined Gin's reputation. Still, the werewolf, after much thinking in the infirmary, had to admit that Ben was tough and he should be careful. It didn't mean he was going to give up on Moka, though. It just meant he would try less sneaky means.

Currently, Kurumu was trying to get the copier to work and was becoming frustrated. "Work, you stupid machine!" she shouted angrily as she slammed her palm on the top. "Work already, damn it!"

"Need help?" offered Ben as he put down a stack of papers on a desk.

"Oh, if you don't mind, Ben," said Kurumu sweetly.

Ben looked over the machine and knew just what to do. He scrolled through his alien forms and chose the one that would work for such a job. Kurumu covered her eyes as he slammed his palm down on the Omnitrix. There was a flash of green light and in Ben's place was yet another alien.

"Upgrade!" he announced in an electronically distorted version of Ben's voice.

* * *

**Omnitrix Encyclopedia**

**Upgrade A.K.A. Galvanic Mechomorph**

_These people hail from the moon Galvan B which circles Galvan Prime. Galvan scientists created these people when they introduced nanotechnology to the moon. The nanites interacted with the minerals in the planet and created sentient life. Galvanic Mechomorphs can change their size and shape at will. They can also merge with technology to upgrade it beyond its original limits, hence Ben's name for it. They cannot interface with living beings and sentient machines are harder to interface with. They also possess weaknesses which can be attributed to machines. Electricity, metal corrosives, these things can wreak havoc on their systems._

* * *

Upgrade was a little taller than a human adult. His body was bulky and looked like one of those claymation characters. Most of his body was white with the Omnitrix symbol in the centre of his chest. His arms, back, and head were black with green circuitry lines running all over. His face was basically a lump with a green circle in the middle. His feet were just big stumps and his hands were comically big.

"Woah," Kurumu blinked.

"Leave it to me," Upgrade spoke with a thumbs up.

Backing away, Kurumu let Upgrade do his thing. The technological alien then leaped at the copier and fused with the machine, turning it black with green highlights and circuitry designs.

"How many copies?" asked Upgrade.

"Uh…well, Gin wanted somewhere around one hundred," Kurumu replied, still in awe about what Ben had done. Still, she really shouldn't be surprised anymore. "Think you can do it?"

"Easy," Upgrade snorted. "Just keep feeding me paper."

With that, Upgrade went to work. Light flashed from near the top where his eye was located. Several copies of the pages Kurumu wanted to copy were made by Upgrade. The succubus took a look at the copies and her eyes widened in shock.

"Woah! The pictures are in color! And they aren't blurry from the copying process either!" Kurumu gasped as she admired the superb quality of the copies. "You rock, Ben!"

"Naturally," Upgrade chuckled. Once he separated from the machine, he flashed green and turned back to normal. "It's what I do."

* * *

A/N: Well, lots of Ben's alien forms were used in this chapter. We also got to meet Gin and see him get his butt kicked by Benwolf. I hope you all enjoy it.


	7. Big Chill to Vampire

We do not own Rosario + Vampire or Ben 10. This work is being written for fun and no other reason. Just sit back and enjoy the hard work put into this.

Ben 10 + Vampire

By Ten-Faced Paladin and ZK Chromedragozoid

Chapter 7: Big Chill + Vampire

Ben would never admit that he'd been scared before in his life. But there were those times when he'd been absolutely terrified. Like, when he faced Zombozo for instance. That had been scary. But, like any other hero, he faced his fears and saved the day. But, he was a little scared whenever he was late for school, which was why he was in so much of a hurry to get ready for school.

"My tie! Where's my tie!?" Ben panicked as he slipped on his jacket while looking around frantically. His hair was a mess and his shirt was not tucked in and wrinkly. "Oh, found it!" said Ben in relief. He then stared at the clock. "Crap, I'm late!" Ms. Nekonome is SO gonna kill me!!!"

It had been awhile since Ben had come to attend Yokai Academy on a special exchange program. Finding out it was a school of monsters didn't surprise him. He himself had faced various monsters, like Vilgax or Kevin 11 as well as a myriad of villains, both from Earth and beyond Earth. He still came up on top…with a little help from Gwen and Max.

They must miss having him around…

Ben didn't have time to reminisce when he realized he only had 5 minutes before the bell rang. So, after setting the Omnitrix to the alien he wanted to become, he slammed down his hand and in a flash of green light he'd changed. "XLR8!" he called before he ran out of his dorm room in a blur. He then came back. "Almost forgot!" He picked up his bag. "Now I'm set!" He then rushed right towards school and made it to the gate with only a minute to spare. He reverted back to normal and with a sigh walked towards the main building.

Ben suddenly shivered and sneezed. "A draft?" he asked himself as he rubbed his nose. He shrugged and then headed to the school, hoping to meet his friends. Nobody at home would believe his luck with girls here.

Speaking of 'luck with girls', a cute girl in a sweater and purple striped stockings with long purple hair peered at Ben from behind a tree and uttered, "Jiiiiiiii…" as she smiled wistfully before retreating.

* * *

Ben scratched his head as he walked out of the school building. He was actually relieved when he finally remembered that he'd purposely put his alarm clock 10 minutes early, so he was actually early and not late.

It had taken some time, effort, and one sleepless night, but the newest edition of the Youkai Academy school newspaper was ready to be distributed tomorrow. The actual handouts would be during the next day. Ben was just glad that the work was over and he could take a break from it for a moment.

The Newspaper club had been sending out editions since Gin managed to stay behaved. Having his butt handed to him by Ben and several VERY pissed off girls finishing the job helped changed his attitude. With everyone on board, the Newspaper Club managed to start actually making newspapers, much to Ms. Nekonome's delight.

"Well, hopefully we'll do as well as we did before," Ben sighed to himself. Truthfully, he knew why they sold so many papers. Most of their customers were boys who wanted to talk to Moka or Kurumu. Chief among them were the three fanboys of doom.

Snapping out of his thought, Ben felt a chill run down his spine. Looking around, he didn't see anything out of the ordinary. Deciding to ignore it, Ben rubbed his arms to try and get some warmth on them.

As Ben continued walking, he didn't notice someone stepping out from behind a tree. This person was a girl with long violet hair who was wearing a sweater along with the skirt for the Youkai Academy's girls uniform. Her sleeves were long enough to partially conceal her hands. Her eyes were a pale blue and a lollipop was sticking out of her mouth.

"Jiiiiiiiiii," she sighed softly as she watched Ben walk. A fond smile came over her face.

"Ben! Wait up!" Moka called as she ran up to Ben and hugged his arm. "Let's walk home together!"

"OK, Moka," said Ben with a smile.

"Hey, I wanna walk home with him too!" snapped Kurumu as she suddenly appeared and grabbed Ben's other arm. It soon turned into a tug-o-war with him in the middle. Finally, Yukari leapt onto Ben's back.

"Ben, can you change and fly me back to the dorm?" asked Yukari.

Ben groaned. '_Why me?_'

* * *

The next day, before school started, the Newspaper Club was out in front selling the latest issue of the Yokai Academy Newspaper. With Kurumu and Moka helping to sell the papers, the boys fought over to buy copies while the girls were also fighting over to but papers from Ben. Ben was becoming quite popular with the girls because of his ability to become a variety of strange and powerful monsters, while being envied by the boys for having the friendship of the hottest girls in campus. The bubblegum pink haired vampire and blue haired succubus were his closest friends here because they knew his secret. It was the same with Yukari. Though, he noticed that she somehow felt a little bothered with him being human. That, however, didn't deter him as the little witch tried to flirt with him but Ben was no pedophile. Maybe if he was younger he could see himself with a girl like Yukari, but not at this age. He was 15 and if he was ever looking for a girlfriend…

"Wow, we sold out!" exclaimed Moka in amazement.

Ben wiped the sweat off his brow. It was hard work but still worth it. Oddly enough, but actually expected, was Gin's absence whenever any REAL work was involved.

With no more papers to sell, the Newspaper Club began to pack up. They had to get the stuff for the club put away before they could head into class. Yukari set to work with boxes while Kurumu and Moka went through the paperwork that they brought with them to keep track of numbers. Ben was delegated to the task of folding up the table that they had brought out to help them.

Suddenly, Ben felt another chill run down his spine. Looking up, he saw someone approaching. From first glance, the person approaching was an attractive girl with long purple hair. She wasn't wearing the standard uniform and she was eating a lollipop.

"Hello," the girl spoke softly, stepping up to Ben. "Is there anymore papers left?"

"Uh…" Ben blinked, but quickly came to his senses. Checking all his pockets, he managed to produce a copy of the newspaper. He had bought it earlier for articles he wrote so he could send it back to his grandpa and Gwen. Still, this girl had asked for one. "Just one. Here you go. It might be a little wrinkly though."

Indeed the paper was a little wrinkled from being in Ben's pocket, but that only served to make the girl's eyes light up. With a gentle smile, she took the paper and held it close.

"Thank you," the girl nodded. "You are very kind, Ben Tennyson."

"Huh, you know who I am?" Ben blinked.

"Oh, everyone knows who you are," said Mizore with a mysterious yet cute smile. "I'll see you later." She then glided away without another word.

As Ben stared at Mizore's retreating form, Moka asked, "Ben, who was that girl? Do you know her?"

"No," Ben shook his head.

"Well, whoever that girl is, we probably won't see her again," said Kurumu hopefully. She had enough rivals for Ben's heart already and didn't want anymore competition.

"OK, but we better hurry or we'll be late for class," said Ben.

* * *

As Ms. Nekonome was about to begin the day's lesson, the door slid open and the girl from earlier walked into class, causing Kurumu, Ben and Moka to stare.

"Huh? She's in our class?" Ben commented with a questioning gaze.

"Sorry," the girl apologized, "I'm late."

"Ah, Shirayuki-san," said Ms. Nekonome. "I'm glad you finally came. Please, take your seat." The girl bowed and went to her seat, which was at the front of the last row that Ben sat in.

Ms. Nekonome then explained, "Mizore Shirayuki-san was ill so she couldn't come to school. I'm glad she's feeling better now."

"I am," Mizore nodded before looking over her shoulder at Ben. The boy blinked.

"Now, as I was saying…" spoke Ms. Nekonome as she started the lesson.

* * *

The classes ended for the day and the students were milling about, minding their own business. At the moment, Moka, Kurumu, and Ben were meeting up. To celebrate being completely sold out, the Newspaper Club was going to be hosting a party in their club room. Yukari was already collecting party favors and the three remaining members were talking details.

"So we'll meet up in the club room after we finish buying everything," Moka smiled. "Is that okay?"

"Hey, Ben," Kurumu purred. "I'll bake my special cookies for you. You'd like that wouldn't you?"

Kurumu's statement was punctuated by her pressing herself against Ben, making sure her breasts were pressed tightly against him.

"Kurumu-chan! You're doing it again!" Moka huffed before she grabbed the amorous succubus by the shoulder and began dragging her away.

"Hey! Wait! I wasn't done!" Kurumu cried as she was dragged away.

Ben heaved a sigh. He was probably not going to get used to Kurumu's ways of showing her affection. Most guys he came from would welcome such attention but that just proved they were hormonal perverts. Rubbing the back of his neck, Ben suddenly got the feeling that he was being watched. Turing around, he looked for some sign that someone was there. He found it when he spotted someone's shoulder sticking out from behind a pillar.

"Hey, is someone there?" asked Ben.

Things were silent for a moment. After a breath, the familiar form of Mizore Shirayuki poked her head out from the side with a friendly smile on her face.

"Hi," she greeted.

"Ah, Mizore," Ben smiled. "How are you?"

"I am well," Mizore nodded as she walked closer to Ben. Reaching into her pocket, she withdrew the copy of the paper that Ben had given her. "I read your article. As always, it was very good."

"Oh, thanks," Ben smiled. He had been slightly worried that no one liked his articles. He was mainly writing about some of his adventures since coming to Youkai Academy. He wasn't very experienced in journalism so he only wrote what he knew about. He also did current events which kept the interest of the student body. "You always read my articles?"

"Yes," Mizore smiled. Reaching into her sweater, she pulled out a blue book with an ornate silver heart on the back and a white rabbit on the front. "Here."

"A scrapbook?" Ben identified.

"When I was away, I asked Ms. Nekonome to send me copies of the School Newspaper," Mizore explained as Ben opened the book. "I found your articles interesting so I kept them in this scrapbook."

"Oh, thanks," Ben smiled. "I'm glad somebody likes them."

Opening the book to see what articles Mizore had kept, Ben was surprised to see that the odd young woman had been writing comments next to the articles. There were so many of them Ben had some trouble reading them all. Some were pretty tiny so he wasn't sure what they were saying.

"I made some comments of my own too," Mizore added. She began to smile gently as she drew a circle on the floor with her right foot. "You always write your articles from an outsider's point of view. I can really relate to that."

To Ben's surprise, Mizore almost seemed to glide over to him before she wrapped her arms snugly around one of his own and contentedly rested her head on his shoulder. Ben blushed at the contact. Mizore seemed to be a little cold, which Ben reasoned was why she was wearing a sweater over her uniform.

"I can't help but feel that our personalities are the same," Mizore sighed contentedly. "You must be pretty lonely too. I know how that feels."

Ben frowned a little at the declaration. He did feel pretty lonely sometimes. Moka, Kurumu, Yukari, and even Gin were all good friends, but it still felt lonely a little when he couldn't hang out with them. He was also the only human and American in the entire academy. He tried not to think about it and instead he focused on the good things he had since coming to the hidden school. He had made a lot of great friends and was having lots of fun too

"I do feel lonely sometimes," Ben admitted. "I miss my family, my cousin and grandpa the most, but I don't feel it as often. I do remember how it feels, though."

"Then we do understand each other," Mizore smiled. "Do you want to hang out? I know a nice place."

"Well…actually…" Ben hesitated. He still had to head to the party with Moka and the others. Still, he did have some spare time and he could use it to get to know Mizore better. She looked like she really wanted to be friends. "I guess…we could hang out for little while."

"Yatta," Mizore smiled. She began tugging Ben's arm so he could follow her. "This way. I'll show you where I like to spend my time."

* * *

"See that?" Mizore pointed after skipping a stone across the lake. "It skipped 5 times."

Ben applauded, returning the smile she was giving him. She then placed a pebble into his hand. "Now, you try," she said.

Gripping the pebble, Ben looked across the lake and tossed it, only for it to sink into the water. He sighed. He wasn't good at it, it seemed.

"Sorry, guess I'm not much of a pitcher," apologized Ben. He felt Mizore standing behind him, holding his wrists.

"It's all in the wrist, Ben," Mizore said as she pressed against him. He started to shiver a bit but then he remembered something.

"Hey, Mizore, I'm really sorry to cut this short but I really gotta go." She let go of his wrists and then he turned to see her frowning. "Mizore?"

"You want to see that girl, don't you?" questioned Mizore.

"That girl?" Ben blinked. "Are you talking about Moka?"

She smiled placing a hand against his cheek, "But don't worry, I've taken care of her and soon you won't have to think about her ever again…"

* * *

Moka was in the club room, snacks and drinks on the table, sitting in a chair as she waited for Ben. "He's late," she mumbled. "Where could he be?" She then heard the door slide open. Smiling, she looked up to see if it was her friends. "Ben?" Her smile fell when she saw that it was that girl in class. Mizore Shirayuki. "Shirayuki-san?"

"Moka Akashiya," said Mizore as she stalked towards Moka. "You are an eyesore."

Moka backed away in fear as she felt the temperature drop. "Shirayuki-san, what's going on? What are you doing here?"

"I think it's better for Ben and I if you just…" She lunged forward and grabbed Moka's throat, squeezing tightly. Moka struggled to remove Mizore's cold grip from her throat "Disappear."

* * *

"What do you mean?" questioned Ben as he backed away from Mizore. "What did you do to Moka?"

"Nothing…yet," said Mizore dangerously. "But she's not going to be a problem anymore."

"She's my friend!" Ben insisted.

"I'm sorry, Ben-san, but you can't leave," said Mizore

* * *

Moka had smashed a stapler against Mizore's head and gasped when she saw the part she'd hit break apart. "Sorry, but I'm not the real Mizore," Mizore apologized soullessly. "The real Mizore is out there with Ben. Now, Moka Akashiya, die quietly and just disappear from my sight."

* * *

"I cannot let you leave," Mizore spoke softly as the lake froze over with a thick sheet of ice. Ice claws covered her hands while her hair seemed to turn to ice as well. "I suppose you can tell I'm a yuki onna now. I will make you mine.

"Now, let's talk about this!" Ben cried before he lost all feelings in his feet. Grimacing, he looked down to see that his feet were encased in ice. "Oh man, not good!"

"It will only hurt for a little while," Mizore smiled gently. "Then we can be together."

"I'd rather not be a popsicle!" Ben hissed before he reached for the Omnitrix. Shifting through the alien forms, he found another old favorite.

Pressing the face down, Ben's entire body was covered in red stone. The creases in between glowed brightly with heat. His face was turned to red stone with yellow flames rising from it. His hands swelled to a bigger size, meant for battle. In the centre of his chest was the symbol of the Omnitrix.

"Heatblast!" the fiery alien roared as he thawed out of the ice that tried to cover him.

* * *

**Omnitrix Encyclopedia**

**Heatblast A.K.A. Pyronite**

_These people hail from the star Pyros. They are a magma-based life form that is capable of manipulating fire and temperatures to do whatever they want. They can even fly using thermal energy to propel them along. However, they are riddled with weaknesses. They are extremely vulnerable to water and other such fire extinguishing materials. They are also unable to lower their body temperature which makes it impossible to touch almost everything outside of their home planet._

_

* * *

_

"Too hot," Mizore mumbled as she shielded her face from the heat radiating off her target. Yuki onna were very sensitive to high temperatures. In other words, beings like Heatblast were something out of a nightmare for her.

"And it's about to get a whole lot hotter!" Heatblast growled as he flared, making his fire even larger. The high temperatures were causing the ice to crack all over the lake.

"Nnn!" Mizore gasped, backing away from the heat. "Stop it."

Waving her hand, Mizore sent waves of ice at the flaming Pyronite, hoping to extinguish his fire. Heatblast wasn't having any of that. Pointing his hands, he fired two continuous streams of fire. The two opposing elemental forces hit each other, creating a huge cloud of steam.

"Too hot, too hot," Mizore trembled as she recoiled from the steam. She knew that Ben could choose his form, but she never expected him to be able to take such a terrifying form such as the fire monster in front of her.

"Seems a little on the cool side to me," Heatblast commented as he walked through the cloud of steam. Mizore trembled and tried to shield herself from the heat radiating from the alien in front of her. "Oh, sorry."

Heatblast stepped back and allowed himself to revert back to Ben. Mizore gave a soft sigh of relief, happy to be free from the flames that threatened to harm her so. Still, the heat had weakened her somewhat. It would take considerable effort to make her ice again.

"Okay, if you wanted my attention you could have just said so," Ben sighed. "You didn't have to try and flash freeze me."

"I wanted to keep you," Mizore spoke softly. "I guess I can't."

"Great. Another girl crushing on me," Ben sighed to himself. "Gwen is not going to let me hear the end of this."

Ben was a little unsure about what to do next. Obviously Mizore was holding a crush on him. The problem was that she had gone to extremes to try and make Ben into her man. A little extreme, but Mizore didn't seem to be very experienced in the proper ways of getting a boy's attention. Or maybe that was how yuki onna got boys they liked.

"I honestly don't mind you hanging out with me," Ben sighed. "I really don't. But you can't just force me to be your boyfriend or something. That isn't the right way to start a relationship or make one work."

"But how else will I get you to pay attention to me?" Mizore asked.

"Well, you had my attention when you got a paper from me," Ben shrugged. "Go with that. In the meantime though, could you not attack my friends?"

"…okay," Mizore nodded. She then snapped her fingers.

* * *

Moka struggled with the attacking ice clone. Its hand had turned into razor claws and was about to pierce her head. Just when it looked like the clone would actually kill her, it suddenly shattered.

"Huh?" Moka blinked. She got up and brushed the ice off of her. She suddenly gasped as a thought hit her. "Oh no! Ben!"

* * *

Mizore stood up after dismissing her ice clone. Her eyes were on the ground, refusing to meet Ben's gaze. She felt too ashamed to be worthy of looking at him. She just tried to encase him in ice, and he managed to defeat her. Instead of destroying her, he changed back and got her to stop her attack. He didn't seem mad at all. Instead, he was staying calm and trying to get her reasons.

She didn't deserve such kindness.

An ice crystal dropped from her eyes, which had been a tear a moment ago.

"Mizore?" Ben asked. "Hey, are you okay?"

"I don't deserve you," Mizore sniffled. Rubbing her eyes, she ran away with a loud sob.

"Wait! Mizore!" Ben cried out, but Mizore was already long gone. "Aw…man!"

* * *

"Where Shirayuki-san lives?" Ms. Nekonome asked curiously.

It was after class the following day and Ben was visiting the faculty room where most of the teachers got their paperwork done. It had been pretty easy to find where Ms. Nekonome's desk was. She was the only one who had cat ears sticking out from her head.

"Yeah" Ben nodded. "I'm worried about Mizore."

"Oh, how nice of you!" Ms. Nekonome smiled. "I know exactly where she stays so I can give you the room number."

"You sure you wanna do that?" asked a rough voice asked from behind.

Ms. Nekonome and Ben looked up to see who had been talking. They found themselves looking at a man who was wearing track suit pants and a sleeveless shirt. His skin was tanned and he had red hair. He appeared to be someone who thought they were slick. There was also something in his eyes that Ben didn't like.

"She's dangerous, you know," the man continued. "A really unstable girl."

"Kotsubo-sensei?" Ms. Nekonome blinked.

"I'm just saying she's trouble," Kotsubo shrugged. "You know why she was gone so long, kid?"

"She was sick, wasn't she?" asked Ben.

"That's the cover story," Kotsubo chuckled. "You see, she attacked a teacher, apparently for no reason. She just snapped all of a sudden."

"Huh?" Ben blinked. That didn't sound right. Sure, Mizore seemed to resort to violence, but only when there was a real reason. She didn't attack for no reason. "Are you sure about that? Maybe it was a mistake?"

"Heck yeah I'm sure," Kotsubo chuckled. "You see, I was the teacher she attacked. Put me down for a while too."

Ben observed that he didn't look too badly hurt for someone trying to play off being injured by Mizore. He also seemed to be enjoying telling the story about how Mizore had attacked him. He was also leaving out a lot of detail from his story. Like where he was attacked and what he was doing there in the first place.

"She's escalating too," Kotsubo continued. "Two students were attacked last night. They got frozen in ice and looked cut up pretty badly. They might have died if we didn't find 'em."

"Huh?" Ben gaped. "But…!"

"No mistake, kid," Kotsubo snickered. "The ice was pretty unmistakable. There's talk of Mizore Shirayuki getting expelled since she's so dangerous."

"But…but, how are we sure it's her?" asked Ben.

"The ice," Kotsubo answered. "Who else could it be?"

"She can't be the only one here who uses ice," Ben tried to argue. "There must be…hundreds of monsters here. Mizore can't be the only one who uses ice." He knew this to be a possibility. With so many students here, Mizore couldn't be the only one to have ice powers.

"Ohhhh! That's a good point!" Ms. Nekonome gasped. "It could be someone else who uses ice. She's just the only one who we know who can!"

"And all this starts up the night of the day she gets back here?" asked Kotsubo with a frown. "Sorry, but I know a troublemaker when I see one."

"Well…it could just be a coincidence," Ben attempted to retort. "Weird stuff happens here all the time."

"You know…" another teacher, Ririko Kagome, spoke up. She had been overhearing the conversation. Ririko was a sexy teacher who wore short skirts and let her cleavage show. She was also incredibly beautiful with full red lips and always with a sway in her hips as she walked. "He has a point. Plenty of odd things happen out here with so many different monsters grouped together."

Kotsubo started to become agitated, "Hey, are you forgetting that she attacked me? Can we really let that go? The fact she hasn't said anything speaks for her guilt!"

"She won't talk to you," Ben answered. "Maybe she's afraid to for some reason. I might be able to get her side of the story."

"Oooh! You're right!" Ms. Nekonome smiled brightly. She quickly scribbled on a piece of paper and handed it over to the young American. "Here you go! I wish you success."

"Thanks," Ben smiled. He eyed Kotsubo for a second before he headed for the exit of the room. He was starting to feel that something was up and if he didn't do something soon, Mizore was going to get seriously hurt. As he was leaving though, Kotsubo was staring at his back with a frown.

"He's going to be trouble," he frowned.

* * *

When he was young, Ben would often jump to conclusions and it was up to either Gwen or Grandpa Max to set him straight. He wanted to believe he was right and didn't listen to anybody else. After growing up he managed to learn how to listen to the perspective of others so he wouldn't be making such mistakes again.

Now, as far as he could tell, Mizore wasn't a bad person. She was just lonely and misunderstood. He knew what that was like too so he could understand her.

He hadn't told the other girls that he was going to see Mizore. They would freak if he had so he decided to go at it alone. It was probably best that way. Mizore may not want to see so many people at once since yesterday.

Ben stood at Mizore's door. It had the name plaque 'Shirayuki' hanging at the front. "OK, Mizore, it's time we talked," he said to himself. His hand went to the knob but then he recoiled from the sudden child. "It's cold." Well, she was a yuki onna so it was probably normal for her door knob to be cold.

He tried again and it turned easily. "It's unlocked," Ben observed. He pushed the door open and an arctic breeze greeted him. The entire place was covered in ice. "Mizore?" He went inside and wished he'd brought a winter coat along. "Are you in here?" He explored the place and ended up in her living room. He heard a crack as he stepped onto something and looked down to see a framed photograph. He picked it up and despite the layer of ice covering it, he could see it was a picture of him.

"Guess she's been crushing on me for awhile," muttered Ben. "I gotta try and find her." He exited the room and closed the door behind him before going on his search.

* * *

Mizore was just standing at the edge of a cliff that was overlooking the large lake. It would appear that she was alone once again. Ben didn't want to see her anymore. Heck, she doubted anybody would want to see her ever again.

She'd done some thinking. Maybe she shouldn't have attacked Moka and maybe she shouldn't have tried to freeze Ben. But, she was just so lonely and well he seemed the same way too. Too bad she was wrong.

"Well, well, well," she heard a voice. "Alone again, huh, Shirayuki?" Mizore spun around and saw the gym teacher, Kotsubo.

"Kotsubo…sensei?" Mizore backed away from the grinning teacher.

"You know, it's funny what kind of card life deals you," he said as he approached her, grinning lecherously, "You said you liked me and then you attacked me."

"You were taking advantage of me," she defended. "I didn't like it."

"Well, nobody was going to believe you anyway," he said. "I mean it's a teacher's word against a student's." He finished, "That's why you were hiding yourself and now you're doing the same thing." He then lunged at her and pinned her to the ground. She struggled against him.

"Let me go!" she demanded.

"Oh, don't be like that," he licked his lips. "Just let me do whatever I want and I'll put in a good word for you. How's that?"

Mizore's eyes blazed with fury and she was about to attack him when all of a sudden a large rock smashed into the back of Kotsubo's head. Mizore blinked and then looked up to see Ben.

"Stay away from her, creep!" Bens shouted.

"Ben?" Mizore blinked in confusion. He'd come for her?

"Mizore, get away!" shouted Ben. "I'll take care of this pervert!"

Mizore nodded and was ready to run when all of a sudden a purple octopus' tentacle wrapped around her ankle and tripped her.

"Not so fast!" said Kotsubo as he sneered. His entire formed change and now he was in his true form of a Kraken. He looked to have an octopus attached to the back of his body with the octopus' head acting a s cowl over his head and the tentacles swinging about his own harms had turned into tentacles with suction cups and he looked really pissed off.

"Mizore!" Ben shouted as he ran over but then a tentacle smashed into him and sent him to the ground. Not giving up, Ben got up and ran to Mizore. He grabbed the tentacle holding her and pulled it off. "Get out of here!"

"You little bastard!" roared Kotsubo. His tentacles lashed out and wrapped around Ben's body.

"Ben!" Mizore shouted.

Ben was slowly being crushed to death as Kotsubo's tentacles were squeezing the life out of him. The red haired Kraken who happened to be the school's teacher was trying to kill him.

"You Gaijin monsters are so weak," Kotsubo sneered. "What's the matter, Tennyson-kun, lost your breath?"

"Screw…you!" Ben managed to utter.

Kotsubo's face curled into a mask of fury as he continued to crush Ben. He would teach this damn gaijin how to respect his teachers. His plan was cut short when he howled out in pain as a sudden chill froze his tentacles solid. They became brittle and with some effort Ben was able to break them and escape.

"Ben!" cried out Mizore as she ran to his side. "Are you okay?"

"Sure," he gasped. "Never better. Now, Mizore, get out of here while I take care of calamari-face here."

Mizore looked regretful. Ben was trying to help her even after what she tried to do before. Now, it was her turn to help him. Her hand was pressed up on the Omnitrix and suddenly the watch-like device beeped to life. The two teens stared at it curiously and Mizore asked, "What's happening?" as she removed her hand.

The holographic display now depicted a figure wearing a cloak of some kind and resembling a phantom-like being. Ben had never seen such an alien before, but as Kotsubo was recovering and regenerating his tentacles, now was a good time as any to use it.

"Mizore, cover your eyes!" instructed Ben and she did as told as he slammed down his hand onto the Omnitrix.

"Big Chill!"

This new alien seemed to be hidden under a large dark blue cloak. All that could be seen of its body was a blue face with large green eyes and a mouth that looked like clenched teeth. Blue claws and feet were also seen coming out of the sides and bottom of the robe. He exhaled and gave off mist, indicating a chilly breath.

"Ha! You don't look so tough!" Kotsubo crowed.

"Looks…can be deceiving," Big Chill spoke.

That was when he unfurled his wings.

The cloak was in fact a large pair of blue moth-like wings. Big Chills body was entirely blue with darker blue segments on his body. The symbol of the Omnitrix was in the centre of his chest, proudly placed. A long pair of antennae rose from his head, which had been hidden by his folded wings. What others would see was a giant mothman, but Mizore saw something else.

"A snow angel," Mizore gasped, entranced by Big Chill's appearance.

* * *

_**Omnitrix Encyclopedia**_

_**Big Chill A.K.A. Necrofriggian**_

_These insect-like people hail from the planet Kylmyys. They are capable of folding up their wings, gaining a phantom-like appearance. They can fly at considerable speeds as well as breathe freezing vapors and turn intangible. Despite their frail appearance, they possess superhuman strength. It is not wise to cross one of these people for they have the means of making you regret it for quite some time…if you live that long._

* * *

Flapping his giant wings, Big Chill took to the skies. Kotsubo attempted to strike him with his tentacles, but to no avail. When he was high enough, Big Chill swooped down and started his attack on Kotsubo who lashed out with his tentacles. However, like a ghost, Big Chill just phased through them and once he did they were all covered in ice.

"Gack!" Kotsubo cried as he felt his tentacles becoming covered in ice.

"Too chilly, for you?" joked Big Chill.

"Ben!" Big Chill heard and turned around to see Moka, Kurumu and Yukari running into the scene. They didn't recognize Big Chill at first but they finally did when they saw the Omnitrix symbol on his chest.

Taking advantage of this distraction, Kotsubo lashed out with one of his tentacles. Big Chill was sent flying when it smashed into him. The girls gasped. He crashed and tumbled along the ground. His hand snagged onto Moka's rosario right before he landed on his back. As he rubbed his head, he raised his other hand to see the silver cross that hung from his fingers.

"Uh oh," Big Chill blinked. Like clockwork, Moka's vampiric aura began to flood the area.

"It's been so long since I've been out," said Moka-sama with a smile. Mizore was floored and Kotsubo was shaking. "An octopus? You brought me out to deal with an octopus?"

"Not my idea," replied Big Chill. "But now that you're here, maybe we can show this guy his place."

Moka-sama smirked. "Good, I like how you think."

"RARGH!!!" Kotsubo shouted as he lashed out with his tentacles.

"Move!" shouted Big Chill to Yukari and Kurumu. They obeyed but then started their attack. Yukari summoned a wash basin and slammed it on Kotsubo's head while Kurumu cleverly maneuvered around the lashing tentacles and cut them up with her claws. Moka-sama, however, had her arms crossed and side stepping each tentacle lash with ease. She alone didn't need help but Kotsubo just wasn't worth her time.

"Mizore!" Big Chill called and the yuki onna stared up at the alien. "I need your help!"

She nodded and got ready. Kotsubo was distracted by both Yukari and Kurumu and leaving himself opened.

"Now!" Big Chill ordered and he exhaled ice cold vapors from his mouth. Mizore fired a beam of ice energy from her hands too. Both attacks collided with Kotsubo and started to encase him in ice. Finally, he was trapped in a block of ice with only his head sticking out. He struggled but then looked horrified as Moka-sama strode towards him.

"Normally, I wouldn't deal with pests like you myself, but since I haven't had my fun, I think it would be good for me to stretch my legs a little." She shouted out, "Know your place!" before throwing a kick into Kotsubo's frozen form which sent him flying across the water before he dropped inside. Moka-sama scoffed and turned around. Big Chill had reverted to Ben and he was holding out the rosario to her.

"While I appreciate the exercise, I would prefer not to have to deal with a lowly octopus," Moka-sama sighed before taking back her rosario. "Although, I dare say you're doing almost too good of a job of protecting my other side. I barely get any fun these days."

"I'll try to include you in our next life or death brawl," Ben chuckled.

"Be sure you do," Moka-sama smirked. She then placed the rosario on the chain, returning her to regular Moka before passing out in Ben's arms.

Gin, meanwhile, was in the bushes with a camera in hand.

* * *

In the days after the fight, what Kotsubo did to Mizore was exposed, turning his reputation to mud. Under normal circumstances, he might have been fired, but after the thorough beating he had received, his sentence was lightened. Of course, he had lost respect with most of his fellow teachers. Those in the Newspaper Club were celebrating their victory and good deed.

"Kampai!" they all cheered as they gave cheers.

"To a major scoop!" Gin smiled. He hadn't had such an incredible story since he first joined the Newspaper Club in his first year.

"And we have Ben to thank for it!" Kurumu smiled as she leaned against said American's shoulder. "Without him, we never would have found out about it!"

"But how did you know where to go in the first place Ben?" wondered Moka.

"Well, there was something about that Kotsubo guy that rubbed me the wrong way," Ben explained. "He seemed to almost be amused with telling how Mizore attacked him. He was also leaving a lot of details out of the story. Not to mention he was getting mad when I started defending her. So I called Gin and asked him to help me find Mizore."

"If there's one thing I'm great at, it's finding cute girls," Gin snickered. "When I got on the trail of Mizore-chan, I called up Ben and let him know. Of course, when we got there Kotsubo-sensei was already attacking. So Ben went to do the hero stuff and I decided to collect evidence."

"How noble," said Kurumu.

Ben smiled and suddenly sneezed as he felt a chill. "I think someone should close the window. There's a draft," he said

"That wasn't coming from the window," Moka said and she pointed at the door. Ben and the others turned to see Mizore at the door.

Ben blinked. "Mizore?"

Kurumu and Yukari backed away from the yuki onna who entered. She now sported a shorter hairstyle. Standing up, Ben went to greet her, "Mizore, what brings you here?"

"Do you like my hair?" she asked.

He smiled, "Yeah, it makes you look cuter." She returned the smile.

"I'm glad to hear that," Mizore said as she hugged him. "I'd like to thank you again for before, for sticking up for me, my beautiful snow angel." He shivered at the contact.

"Hey, get off him!" shouted Kurumu but suddenly she was frozen in a block of ice.

"Mizore!" gasped Ben.

"Sorry, but old habits die hard," said Mizore. She then turned her attention over to Gin, but she didn't release her grip on Ben. "Also, I wanted to join the club."

"You do?" Ben blinked. He and everyone else were surprised at Mizore's sudden desire to join a club.

"It's very lively and…I don't want to be alone."

"Well, welcome to the club!" Gin grinned. "We welcome anybody!"

Moka frowned, not liking how Mizore was hanging off Ben, but she knew what Ben was like so she allowed it. He was just too nice sometimes.

Ben, however, was shivering as his teeth chattered due to Mizore hugging him. He would become a popsicle if this went on.

To Be Continued...

* * *

ZK Chromedragozoid: And yet another girl joins Ben's growing harem. Boy, he's getting popular. Featuring Big Chill in this fic and Heatblast! Well, let's see what happens next with Ben and the girls, shall we?

Ten-Faced Paladin: And here comes Big Chill! Another addition to Ben's growing arsenal. He also gains another girl, which he probably isn't going to hear the end of if Gwen ever catches wind of him. More aliens and madness to come!


	8. Chromastone to Vampire

I do not own Ben 10 or Rosario+Vampire. Those belong to their respective creators and not me. So quit trying to sue me and my co-author.

Ben10 to Vampire

By Ten-Faced Paladin and Kamen Rider Chrome

Chapter 8: Chromastone+Vampire

Ben and his friends were working in the empty classroom which the Newspaper Club called home. Things had been relatively calm since the episode with Mizore. Still, for a school filled with monsters, Ben was beginning to get a little bored. Well, until Gin called them all in to discuss recent events in which the Newspaper Club could report about. As usual, the core (and only) members in attendances were Ben, Gin, Moka, Yukari, Kurumu, and assumedly Mizore. The Yuki-Onna was assumed to be there since she was always hiding behind something. Of course, the chill in the air was all the Omnitrix wielder needed to feel to know that she was nearby.

"Huh? Missing Students?" Ben asked in confusion.

"That's what we've been hearing," Gin nodded from his book of notes. "Since the new semester started, a few students have gone missing. Not entirely unusual given how many monsters come here, but the rate is much higher than usual."

"So, you want us to investigate," Ben stated.

"Well, yeah," answered Gin. "I mean this is a huge scoop, and maybe we can find out what happened to all those missing students."

There was an obvious catch, though. Gin may be a reporter, but he was still a bit of a pervert. "OK, you're being more gung-ho than usual. Is there something else here you're not telling us?"

"Well, all he students who were missing were attractive female students," answered Gin. A perverted grin was already spreading across his face.

"Thought so," Ben nodded. Of course, as a hero, it was Ben's responsibility to get to the bottom of this. He'd dealt with similar cases before so this wouldn't be too hard. "OK, I'll find out what happened to those girls."

GLOMP!

"Don't you mean 'we', darling?" purred Kurumu.

KLONG!

A wash basin knocked Kurumu out as Yukari latched onto Ben.

"Me and Ben make a better team, desu!" said Yukari.

WHOOSH!

Yukari ended up frozen in a block of ice as Mizore came out of her hiding place. Somehow, it turned out to be in the very ceiling as she removed a panel to come down into the classroom to freeze the tiny witch so to take her place on Ben's arm.

"Ben is better off with me," said Mizore. She could sneak around and be very silent.

Moka frowned and said, "I think it's best we ALL work together." She commented as she was thawing Yukari out. It was becoming common practice to keep some kettles of hot water nearby since Mizore didn't have much restraint on her powers when someone upset her.

"Yeah, Moka's right," agreed Ben. "Let's make this a team effort, girls."

* * *

Ben sighed as he scratched his head. So far the leads were leading straight to nowhere. None of the missing students left even a fraction of a clue behind. It was like someone had just swept them up from nowhere. He was half considering the idea that aliens had entered the school and were kidnapping students for some reason or another. Still, usually aliens were prone to leaving obvious tracks.

The friends were meeting out in front of the school after they made their hunt for the missing girls. Ben was looking through his notebook while Moka had some papers with her own notes on it. Mizore was hiding behind a tree while Kurumu and Yukari seemed to be empty handed.

"Man, this is way harder than when I was a kid," Ben grumbled as he crossed off the name of another possible lead. He had been keeping a small notebook on information regarding the current case.

"You've done this sort of thing before?" asked Yukari with budding interest.

"A few times," Ben nodded. "Still, the people who would do the kidnapping usually left some kind of obvious clue. So far, all we know is that all seven of the missing students were girls."

"Mnn," Moka frowned sadly. She hadn't had much luck hunting down information either. "Kurumu-san? Yukari-chan?"

"No clue," Kurumu huffed.

"Sorry Moka-sama," Yukari frowned sadly.

"…I might have a clue," Mizore spoke softly from her hiding place.

"Huh?" Ben blinked as he turned to face the hiding yuki-onna. Of course, being in his gaze caused Mizore to blush slightly. "Did you find anything out Mizore?"

"Yes," Mizore smiled, standing up. "All of the girls who disappeared were all part of Ishigami-sensei's fanclub."

"Ms. Ishigami?" Ben blinked. Hitomi Ishigami was the school's art teacher. She was a certifiable babe in Ben's opinion too. Of course, everyone else who had a class with her tended to agree. She had a huge following of girls who loved her for some reason. She likewise was passionate about art. In all, she was a very popular teacher. "Okay, beyond being part of the same fanclub, is there anything else which connects these girls? From what I've learned, the kidnappers usually know what they want when they take a victim."

"Sorry, that's all I found out," Mizore sighed.

"No, this is a good start," Ben frowned. "We have a lead. That's more than what we had beforehand. Since all the girls were part of Ms. Ishigami's fan following, I'd say we had better talk with her if we want any further clues. Maybe she saw someone suspicious following her fans or maybe even herself."

* * *

"Oh my, someone may be stalking my fans?" Ms. Ishigami blinked in surprise and slight apprehension. "How terrible."

It was easy to see why many boys lusted after Ms. Ishigami. She was slim and wore a red top which just barely showed some of her midriff and a pair of tight jeans which accented her hips. She wore it under a white coat which housed some splotches of clay or paint. Her blonde hair was done up in dreadlocks which she kept under a bandanna. Of course, she was also very attractive and had this radiance of wild beauty around her. All in all, Ben would have been smitten if the situation wasn't so serious.

"Yeah," Ben nodded, tying not to blush at how close they were. The Newspaper Club had gone to the art classroom and found the teacher there, working with some papers for tomorrow's lesson. She happily greeted them and soon the conversation took a turn for the subject. "We just have to ask, have you seen anyone suspicious when you met with your fans?"

"Well, no one immediately comes to mind," Ms. Ishigami frowned thoughtfully. "Although, now that other people suspect it, I may not be imagining things after all."

"What do you mean?" asked Yukari curiously.

"Well," Ms. Ishigami frowned as she seemed to recall a memory. "Sometimes when my fans would come to say to me or just talk about my classes, I would feel like as if someone was staring at me. I'd look around but I didn't see anyone suspicious. Still, if my students vanishing are connected to me in some way, I'd love to help."

"Any kind of lead would be helpful," Ben sighed.

* * *

Within Ben's short time in Yokai Academy, he's always noted how some of the teachers were popular. Then again, he had to remember that said teachers were monsters in disguise. There was the math teacher, Ririko Kagome, who just oozed with sexiness since she wore a blouse with her cleavage exposed and short skirts. Ririko-sensei had a lot of male fans. It was like Kurumu's harem but Ben knew that Ririko was no succubus. She did give him the creeps too when she offered him private tutoring lessons. Ben's grades were also average since of course he had trouble reading the kanji. He could read it, just not all of it. She did say he could do better though…

Hitomi Ishigami was another popular member of faculty. Her students loved her art classes and students from other classes even visited her. She welcomed the attention, really, and was well liked. She was also very pleasant to be around for one reason or another. Of course, she was never without at least one of her fan club members hanging around chatting pleasantly. Of course, since all members of her fan club were attractive girls the boys just found another reason to adore the hot art teacher, she attracted more hot girls.

Today, Ben's class was having a class with Ms. Ishigami. Each student sat before canvas set up on an easel. Ms. Ishigami told them to paint whatever came to mind.

Ben decided to go with one of his alien forms, one he hadn't used in a while…Wildvine. The plant-like alien was easy enough to sketch out. Ben knew the image off heart since he had changed into that form enough times. Of course, that one time he practiced making faces in the mirror of his alien forms back when he first got the Omnitrix helped cement the image in his mind. Now the paint though…that was a little harder since the school only supplied the basic colors. If Ben wanted to get the right shade of Wildvine's skin, he'd have to get creative.

"My my, that's such an eye-catching subject Tennyson-kun."

Ben blinked and turned around, almost getting a face full of Ishigami-sensei's cleavage. Blushing and blinking, he looked up to see the look on his teacher's face. She seemed to be almost admiring the way Ben had sketched Wildvine twisting and curving around tree branches while the tips of his tendrils were buried in the bark of the tree.

"I've never seen such a monster like this before," the sexy art teacher pondered. "Did you make this one up?"

"Nope," Ben answered as he tried for a darker shade of green. "I've seen a few back home in America. I forgot their real name, but I call them Wildvines."

"Wildvine," Ishigami-sensei pondered. "A truly fitting name for such an artistic creature. I hope I can meet one personally."

'_You might_,' thought Ben as he gave a glance to his Omnitrix. He wondered what the others were doing, though. Yukari wasn't in his class so that only left Kurumu, Mizore and Moka.

"I'll leave you to your work," said Ishigami. "I'm eager to see the finished product, Tennyson-kun."

"Alright," Ben nodded as she sauntered off to check on the work of the other students. Absently working on his painting, Ben tried to take a look around the classroom to see if there was anyone suspicious nearby. It seemed like a normal enough class. The boys were working and lusting over Ishigami-sensei as usual. The girls were idolizing her while they got their own works completed. There were also several other girls hanging through the windows from outside, having skipped their usual classes to come talk to her. All in all, it seemed like another average day. If someone was stalking Ishigami-sensei and removing her fangirls out of jealousy, Ben didn't doubt that they were probably already watching her at the moment.

As he sighed and returned to his painting, Ben didn't notice a dirty look being aimed at his back.

* * *

At the end of the school day, Ben headed back to his dorm room. Of course, as he was walking along the path, he felt like he was being watched by something or someone. In all his years of experience, he knew when to trust his gut. Normally it might have been Mizore looking to stalk him again, but Ben knew that she and Kurumu were doing something in the club room and were unable to stalk him at the moment.

"OK, whoever you are, come out!" he demanded. He didn't get the chills like when Mizore was stalking him, or the anticipation when Moka would bite him or when Kurumu would glomp him. He saw a figure walk out from behind a tree. It was one of his classmates and a girl. Somewhat non-descript in terms of appearance. She looked like a completely average schoolgirl, which probably meant she was reasonably tough since the strongest monsters could produce the best disguises. "OK, why have you been following me?"

"I won't let you get close to Ishigami-sensei," the girl growled. She then began to change form causing Ben to go on high alert. Despite the rules of remaining in human form, the students would ignore them to get what they wanted. The girl in front of her, who was changing, was no different as she started to assume her true form. Her sleeves became tattered as her arms became wings. Her shoes were also ruined as her feet turned into talons.

"Why do these things keep happening to me?" Ben wondered aloud as the girl finished her transformation. She had transformed into half-bird and half-woman creature known as a harpy.

The harpy rose into the air and let out a loud shriek before diving at Ben with her sharp talons. Her skirt rode up, revealing her panties, but Ben had not the time nor the desire to admire the view. He quickly rolled out of the way as the talons slashed the ground where he once stood.

"Going hero!" Ben announced as he pressed down on the Omnitrix as the harpy came down to attack him again. His body became bathed in green light and when the light died down he'd assumed the form of…

"Wildvine!"

His body was green all over with a single blue cycloptic eye. His head was nestled between two flaps that resembled a Venus flytrap and he had five vine-like legs. His arms were skinny but hid immense strength. On his back grew several pods which only enhanced his alien looks.

* * *

_**Omnitrix Encyclopedia**_

_**Florauna A.K.A. Wildvine**_

_Hailing from the planet Flors Verdance, these people hold numerous abilities which make them so well known and employed as guards by some. The seeds on their backs are explosive, but can be made either lethal or non-lethal by the individual Florauna's thoughts. Their limbs are very elastic, allowing them to stretch and absorb impacts. They can burrow underground quickly and also meld into other plants, making it easy for them to spy on others. However, if they are deprived of water, sunlight or exposed to the cold, they quickly wither up._

* * *

Looking up, Wildvine saw the harpy coming down. Before her talons could rip him to shreds, he burrowed underground to escape her assault. The Harpy hit the dirt talons first, digging claws full of soil out as her rage increased tenfold.

"COME OUT AND FACE ME!" she screeched, clawing at the surface where the plant-like alien had burrowed to escape.

In truth, Wildvine wasn't underground for very long. He had actually merged with a nearby tree and was spying at his opponent from behind. "You asked for it!" Wildvine answered, vanishing into the soil again. Suddenly, vines burst out of the ground and wrapped around the now thrashing harpy. The vines tightened, pinning her wings to her side as she screeched.

Wildvine emerged from the ground with his vines still in the ground as his main body stretched over to meet the harpy eye to eye. "OK, what is your problem!?" he demanded angrily. He did not appreciate getting attacked, ever!

"You're going to take Ishigami-sensei away!" the harpy snarled. "I saw you! You were eyeing her all the time, asking her questions!"

"What?" Wildvine blinked. "You're attacking me because I asked her a few question?"

"Stalker!" the harpy snapped. "I know you're stalking her!"

"Like you're one to talk if you keep such a huge profile on everyone she comes in contact with," Wildvine hissed in annoyance. His eye narrowed dangerously. "You know, I'll bet you're the one who's been making Ishigami-sensei's fans disappear! What happened? They get a little too close for your liking?"

"What are you talking about!?' the harpy demanded.

"I'm talking about all those girls who've disappeared!" Wildvine shot back. "The way you're acting makes you the prime suspect in this whole thing!"

The harpy glared at Wildvine in disgust, "Do I look like a kidnapper? Where would I stash all those girls!?"

"There are plenty of places for you to hide them!" Wildvine shouted.

"Listen to me! I did not kidnap anybody!"

Wildvine was not convinced, but without any evidence he could not really do anything. Not that he wasn't within his rights to let this girl have it for trying to kill him just because he was talking to her favorite teacher. Deciding to find a way to restrain her, Wildvine was about to see to the trees for help when the Omnitrix symbol on his chest began to flash red. "You've gotta be kidding me."

FLASH!

The harpy rose into the air as the vines that restrained her vanished. Looking down, she saw Ben back in his human form looking less confident than before. Grinning, she let off a battle screech before swooping down to take the pest out once and for all. However, she didn't get too far before she was engulfed in ice and crashed to the ground inside a large ice block.

"What the-?" Ben blinked as he looked to the source of the small blizzard, only to find a familiar head of purple hair poking out from behind a tree. "Mizore?"

"Are you okay?" Mizore asked as she revealed herself from behind a tree.

"Yeah. Thanks," Ben sighed with relief. "Of all the times that the Omnitrix had to time out though," he sighed, looking to the item attached to his wrist.

"Ben!" the American boy looked up to see Kurumu coming in for a landing. "I saw that harpy in the air and came here to see what was going on."

"She was trying to find you so she could follow you and saw the fight," Mizore commented as she walked towards the pair.

"Anyway!" Kurumu hissed, her plan to look like the loving maiden foiled yet again. "Why did that girl try to attack you?"

"I think she's the one that's been kidnapping all those girls for getting too close to Ishigami-sensei," Ben explained. "Apparently she noticed me asking her questions and keeping an eye out for suspicious people around her. I think she thought I was stalking her or something and she decided to try and 'put a stop to me'. Honestly, what kind of fans does Ishigami-sensei have?"

"Who cares? This is great!" Kurumu beamed. "We've cracked the case!"

Ben shrugged as he looked to the frozen harpy. Something was telling him that this case was far from solved. It just seemed too easy.

* * *

"So, she denied everything?" Ben asked. Gin nodded. They were in the Newspaper Clubroom after handing the harpy to school authorities. It had been a full day since the girl's attack and Gin was relaying the information to his club members as to what had been discovered. As Ben had just said, it seemed that their initial assumptions weren't as accurate as some of them had been hoping. In fact, they were completely wrong.

"No matter how much she was questioned she denied having anything to do with the missing girls," said Gin. After dealing with the authorities who took care of this sort of thing, Gin was very confident that the girl was telling the truth. The interrogation techniques were…effective.

"She has to be lying!" Kurumu snapped.

"I doubt that," Gin said. "I mean the best she can do is fess up but she hasn't even cracked."

"Something isn't right here," Ben spoke, his instincts still bothering him. Looking around, he noticed that one of their number had yet to make an appearance and it wasn't Mizore since she was hiding behind a desk with her chin resting on the edge. "By the way, where's Moka?"

"Dunno," Gin shrugged. He had been looking forward to seeing the pink haired vampire as well, but she had been AWOL since the final bell ended. "She didn't turn up."

"Oh, she said that Ishigami-sensei asked her to be a model for her!" Yukari informed Ben.

"A model?" Ben wondered aloud. Well, Ms. Ishigami was an art teacher. Maybe she was looking for a new subject for a masterpiece. Moka was beautiful. Of course, the thought of Moka modeling just made images of what kind of modeling the vampire might be doing. Banishing the ecchi thoughts, Ben got to his feet with a sigh. "Guess I should go look for her."

"Why not stay with me?" Kurumu purred, using her patented 'chest bounce' technique to try and capture Ben's interest.

"Tempting," Ben laughed, "But I gotta tell Moka about this. Maybe later."

Kurumu pouted.

* * *

Ben went into the art classroom, looking for Moka, but there was nobody in the room. "Guess they went home already," said Ben. He was about to exit when he heard something. It sounded like faint crying and it was coming from a door inside the art room. The room in the back was used to keep the art supplies. Curious, Ben went to investigate. Placing an ear at the door, Ben could indeed hear sobbing on the other side. Now concerned, he gripped the door handle and opened the door wide. His eyes widened in shock.

Inside of the room were several statues. Each of them depicted a teenage girl, in the buff, and striking a pose. However, each statue's face depicted pain, fear, and a sense of betrayal. Even stranger, each of the statues were crying actual tears. That alone was shocking enough, but what made it worse was that Ben recognized the statues as well. Each one was a perfect match to the missing students. Having seen the profiles of the missing girls, Ben recognized them immediately.

"Wha…who could have done this?" Ben asked bluntly..

"Oh, so you've found my collection," a female voice spoke up. Ben instantly whirled around in shock, his instincts keeping him from being caught totally by surprise. He found Ms. Ishigami standing in the doorway to the classroom, but her face looked nothing like the caring, enthusiastic teacher he had come to know. In fact, she looked downright sinister.

"So, you're the one behind all this!" Ben shouted as he glared at Ms. Ishigami. "You kidnapped these girls and turned them into statues?!"

"Oh, you've caught me," said Hitomi with a frown before it shifted into a wide grin. "You're a smart one."

"Tell me why."

"Why? Why, it's for art, of course!" Ms. Ishigami proclaimed walking past Ben and towards her 'works'. "True beauty needs to be preserved. I'm doing these lovely ladies a favor by helping them preserve their natural beauty!" She gently caressed a petrified girl's face. A whimper was heard through the stone lips which could not move at all. "I was going to add Moka to my collection but it wasn't the right time…yet."

"You are sick," Ben spat, his eyes narrowing as the teacher revealed her plans for his friend.

"And you're dead!" Ms. Ishigami snapped as her hair transformed into many, many snakes. Her skin cracked and turned a slight shade of green on her cheeks, revealing it to be similar to a snake's. Her eyes turned yellow with a slit for a pupil, giving a more reptilian look. She had revealed her true form to be that of a gorgon, much like the legendary gorgon Medusa of Greek myth.

With a hiss she lunged at Ben and he rolled out of the way. However, one of her snakes lunged out and managed to bite into his arm. Flinching, Ben pulled the snake out of his arm and got some distance between himself and the deranged educator. However, he felt the area around his bite beginning to turn cold and stiffen. Fearing venom from the snakes, Ben yanked up his sleeve and gasped in horror to see the area around his bite slowly turning gray…like stone.

"Now you'll be joining my collection, Ben Tennyson!" laughed Ishigami. "That bite will slowly turn you into a statue. That stiffness is just the beginning. Soon, you won't be able to move at all! I usually prefer girls, but variety is the spice of life." She licked her lips. "Odd…you taste like a human, though…"

Grimacing, Ben couldn't waste time. He activated the Omnitrix, making the holographic display appear as he chose Diamondhead. With his arm quickly turning to stone, he didn't have much time left at all.

"OK, you love stone so much! Then you can deal with Diamondhead!" shouted Ben as he slammed. However, at the very last second, like half a second before his palm hit, the form of Diamondhead shifted into a similar yet leaner form.

Ishigami had to shield her eyes from the green light and when it died down she was staring down at a new Ben Tennyson.

"Chromastone!"

"Interesting…" murmured Ishigami as she took in his new form. His body was made of purple crystal with skinny arms and legs. He had a pair of pink crystal spikes jutting from his chest and several pink spikes on his back. His hands were also pink. His face was a pink plate that would open and close when he spoke light a real mouth and he had a single green eye. A pink horn jutted from his head. On his chest was the Omnitrix emblem.

* * *

_**Omnitrix Encyclopedia**_

_**Crystalsapien A.K.A. Chromastone**_

_Hailing from the planet Mor Otesi, these silicon-based life forms have the ability to absorb ambient energy and redirect is as attacks of various intensities or just as ambient light if they need to see in the dark. They have superhuman strength and are nigh indestructible to conventional forces. They can be shattered, but it is believed that they can regenerate from such wounds. However, this theory has not yet been proven and since no one wants to be on the bad side of a Crystalsapien should it fail, no one is willing to test it out._

* * *

Chromastone looked himself over. "Woah…a new hero." He clenched his fists. "Looks like it's time for a field test!"

Just as the gorgon and the Crystalsapien were about to begin their fight, the door to the classroom opened to reveal a familiar pin-haired vampire. "Excuse me Ishigami-sensei, but I'm here for-" She gasped at the sight before her. "What's going on here!?"

"Moka!" Chromastone shouted. The pink-haired girl turned to the strange stone creature and saw the icon on its chest, revealing itself to be her friend. "It's Ishigami! She's the one responsible for all the missing students. She turned them to stone!"

"What!?" Moka exclaimed. Her eyes looked to a door at the back of the classroom and she could see the stone statues, silently weeping about their fate. Some were even rocking slightly, what movement found inside their stone bodies being put to use.

"Not exactly how I had planned this. A pity. I guess I have no choice but to turn you both into stone!" Ishigami hissed lunged towards Moka with her snakes baring their fangs, ready to dig into Moka's flesh. The pink-haired girl screamed in fright, which made Chromastone go into action.

"Moka!" Chromastone shouted, reaching out to get the insane teacher before she could even lay a hand on his friend. Suddenly, rainbow colored light burst from his hands and struck Ishigami, sending her crashing against the wall. "Woah…"

Ishigami hissed and rose to her feet. Her front was covered in dust, paint, and clay smudges from previous class projects which had been set out to dry. She looked absolutely murderous as she got back to her feet. No doubt about it, she was a tough opponent. "You first," she snarled at Chromastone.

"Bring it on!" Chromastone challenged.

The two combatants lunged at each other, but Chromastone's muscle easily overpowered the teacher and sent both of the crashing through the wall before the landed outside and on the dirt. Ishigami's snakes lunged at Chromastone, but their fangs just scraped across his rock-like skin, not finding anything which they could dig into and inject their venom. Angry at what this so-called teacher dared to do, Chromastone grabbed her by the lapels of her coat and raised her into the air.

"What's the antidote to the venom?!" Chromastone demanded hotly. "Tell me!"

"There isn't one," Ishigami coughed, all dusty and dazed from the impact she had been dealt by the flying tackle that the alien had put her through. "Those girls are MINE!"

"Then I don't need you," Chromastone growled, his eye gaining a dark glare. Raising his arm, he unleashed a powerful punch which smashed into the teacher's jaw. The force of the blow sent her skidding across the dirt before she crashed into several tombstones which had been littering the area. Dust flew in all directions as she was buried underneath the pieces of gravestones. She gave off one final groan before passing out from the punch. Chromastone stood tall, panting, trying to get his temper back under control.

"Ben!" Moka cried, running over to her friend. "Ben, are you okay? Did her snakes bite you?"

"I'm fine," Chromastone sighed. "I'm already made of crystal and stone. Her snakes couldn't even dig into my skin much less inject their venom. Are the other statues still okay?"

"They're fine," Moka reassured her friend. "But what are we going to do?"

"I'll keep watch on her," Chromastone replied, pointing at the pile of broken tombstones where the crazy woman was currently sleeping off her loss. "You get back to the club room and get the others down here. Maybe Yukari knows a spell or something which can help."

"Oh! Right!" Moka nodded. With a nod from Ben, Moka dashed off towards the main building, hoping that their friends hadn't gone back to the dorms yet.

* * *

Yukari frowned as she examined the statues. "Well?" asked Ben.

"I'm sorry," Yukari shook her head. "I don't know any spell that can fix this!"

The Newspaper Club had come to the art room after Moka came hurtling inside, proclaiming that Ben had been fighting Ishigami. They were understandably shocked after hearing the true story from Ben and Moka. Everyone had come running with Gin hauling his camera to take photos of evidence. He didn't even try mooning over the nude statues like he would normally have if the situation was any less serious. However, gorgon venom was a very potent substance and any magic which could stop it was hard to use since the first gorgon named Medusa had venom created by powerful divine influences.

"Great…" groaned Ben. He put his hand on a statue's shoulder, trying to offer at least a little comfort to the petrified girls. How was he going to fix this? Maybe he could call Gwen over to help or inform the faculty. They must have someone who could help. As his hand made contact with one of the petrified girls, the Omnitrix glowed briefly.

"**DNA damage detected**," spoke the Omnitrix.

Ben blinked.

Yukari blinked.

Moka blinked.

Mizore blinked.

Kurumu blinked.

And Gin blinked twice.

"Did that thing just talk?" Gin questioned.

"It's never done it before…" spoke Ben as he examined the Omnitrix.

"Never?" Moka questioned. Ben shook his head.

"I wonder…" Ben murmured.

"**Would you like to restore the damage done to DNA?**" the Omnitrix asked.

"Um…OK?" answered Ben. The Omnitrix released an ominous green glow before unleashing a bright flash of light that forced the Newspaper Club to shield their eyes. When the green light subsided, all of the statues which were really Ishigami's victims had been restored to normal flesh and blood. They seemed confused, dazed and disoriented…and naked.

"Woah!" Ben gasped, flushing red as he quickly turned around to look at a painting on the wall. "That is one incredible picture. Wow! I don't think I can turn my eyes away from it!"

"Oh, I see a work of art right before me," Gin grinned as he began to raise his camera, only to be smacked upside the head by Kurumu, knocking him face first into the floor.

"This isn't the time to be a letch!" the irate succubus cried in exasperation. "Let's get some clothes for these girls!"

"Right!" the remaining girls nodded.

"Ehh…right," Ben nodded, managing to leave the art supply room without having to look at the collected group of nude girls who were still trying to get their senses together.

* * *

The Newspaper Club reported the truth of the female students' disappearances. However, when Ishigami was to be arrested, she'd vanished. Ben just hoped that was the last they saw of her. He was just relieved that things were back to normal…well as normal as it could be in a school of monsters, for monsters and run by monsters. Ben checked his Omnitrix, wondering what more mysteries of it he could unlock. "Well, it's not like I can call Azmuth on the phone or anything." The creator of the Omnitrix would be a good help, but all he told Ben was to learn on his own. Some help. Judging from how the guy acted, he probably forgot how to use the lesser functions.

* * *

KR Chrome: A new Alien Force form has been introduced and it dealt a lot of damage to Ishigami. Next, what will happen? Stay tuned for more of Ben's adventures at the academy.

Ten-Faced Paladin: And another one is done. We see a new form and another fight. Also, a hidden function of the Omnitrix is discovered, but you all knew that.


	9. Goop to Vampire

Ben 10 to Vampire

By Ten-Faced Paladin and Kamen Rider Chrome

Chapter 9: Goop + Vampire

"I'm so glad Gwen made me take those foreign language classes," said Ben as he did his homework with Moka. "Thanks to her, and Grandpa Max, I'm able to understand all this stuff." Though, he did have some problems learning Japanese writing. Really, it all looked like chicken scratches to him when he started and now a portion of it was still chicken scratches rather than all of it. Thankfully, Moka was happy to lend a hand when he couldn't understand the writing.

"You always mention Gwen and your grandfather, but never told me much about them," Moka mentioned, looking up from her work. "How come?"

Ben stopped writing and tapped his chin with his pencil. Moka was right. He never really told Moka much about his home life. "It's a pretty long story. You might get bored. Plus we got homework."

"I can take a break, Ben," Moka smiled beautifully.

To Ben, attending Youkai Academy really opened his eyes to the truth about monsters. Vampires weren't the evil bloodsucking demons that movies portrayed them as. They were like aliens. As different as they were, they were still people. That went for all of the monsters he'd been growing up scared of. They weren't evil or ferocious at all. They were people too and they were all different. No two were alike.

"OK, let's take a break," said Ben, setting his pencil down. Since Moka was asking, he really couldn't say no. "Well, Gwen, as you know, is my cousin. She's a witch but unlike Yukari she wasn't born one. She actually began to learn about magic after she became a superhero called Lucky Girl using some mystic charm. She lost the charm but then she got another magical artifact and became Lucky Girl again, also temporary. On one of our adventures, we met this witch named Charmcaster and Gwen took a book of spells from her and since then became a powerful witch." Ben took out his wallet and took out a photo of his cousin. "This is Gwen, and this is Grandpa Max." He took out another photo. Moka could feel the warmth in the smiles of the people in the photo. "Gwen's a witch as I told you and my Grandpa Max is a Plumber."

"So he fixes pipes," said Moka, nodding.

"Not that sort of plumber," Ben corrected. "Plumbers are intergalactic police officers. They recruit races from all over the galaxy. My Grandpa was one of their human officers but he's semi-retired."

"Wow," Moka's eyes went wide in wonder. "So, he told you he was one?"

"Well, it was after something happened that he had to tell us. You see I told you I got the Omnitrix when I was ten, right? Well, what I never told you was that it was meant to go to my grandpa. An alien…friend of his named Xylene had it sent to him but I was the one who found it and well this thing made me really popular with an alien named Vilgax."

"Who's Vilgax?" Moka asked.

"An alien warlord who wanted to take over the universe. He was after my Omnitrix and wanted to mass-produce it to make an army of shape-shifting aliens. The aliens in the Omnitrix mostly have combat capabilities so that's why Vilgax wanted it. With it, he could become any alien he wanted. He even went so far as try and cut off my hand just to get it, several times."

Moka gasped.

"Well, he never succeeded but those were close calls. Well, Grandpa Max then told us he tangled with Vilgax a few years back and sent him flying into space via rocket. He was my grandpa's enemy and then he became mine," Ben continued.

"What is Vilgax like?" Moka asked.

"Evil, and ugly too. Let me show you." He drew on a blank sheet of paper a picture of Vilgax from what he recalled in his memory. "This is Vilgax." Moka was looking at a depiction of a humanoid creature with a beard of tentacles. She grimaced. Indeed, Vilgax was hideous. "Grandpa Max warned me not to fight him, but I did anyway and beat him too."

"So, where is Vilgax now?" Moka asked.

"The last time I saw him was before I sent him into the Null Void," Ben answered.

"Null Void? What's that?" asked Moka.

"It's this dimension where dangerous alien criminals are put in. It's one scary place, scarier than Yokai Academy. Big and dangerous aliens lurk in that place and call it home. It's a huge space with floating rocks."

Moka found all this fascinating. Even though Ben was human, he had fought many battles with the aid of the Omnitrix. "So, the Null Void is inescapable," she concluded.

"Supposedly, but Vilgax actually managed to get out," said Ben. "I don't know how, but something in my gut tells me I haven't seen the last of him." He looked at his Omnitrix, "And this time I'll be ready for him. He won't know what hit him."

"Ben," said Moka worriedly, "If you do face him again, be careful."

"Moka, you're forgetting who I am," said Ben confidently, "I'm Ben Ten!"

"Ben…"

"Moka…

"Ben…"

"Moka…"

"Ben…"

Capu-Chu!

"Ack! Moka!"

* * *

The next day…

"Stupid piece of junk!" Gin grumbled as he tried to get the computer to work. "Work already!"

In the Newspaper Clubroom, Ben was with the girls and Gin. They were on a deadline too. A week had passed since the incident involving Ishigami-sensei. Knowing villains like her, it wouldn't be long before she reared her head again.

"Why not let me try and fix it?" Ben offered.

"OK, fix it," Gin challenged. He watched as Ben fiddled with his watch and slammed his palm onto it. Ben was bathed in bright green light and was in his new form.

"Upgrade! Stand aside, Gin. Let this mechanical master show you how it's done!" Upgrade merged with the computer, giving the surface the same black coloration and green circuitry lines as his eye appeared on the monitor. "OK, I see your problem. OK, fixing this, tweak that and upgrading a few things here…and done!" Upgrade unmerged from the computer and reverted back to Ben. "Now, try it."

Gin looked to the computer and found it in working order. Heck, it was performing better than it had originally. "OK, you win," Gin sighed. As much as he resented Ben for his numerous talents, ability to attract girls, and fight on par with him, the American was an OK kid in his book. Gin then drooled as he pulled up a picture of a girl from his collection. "Nice…" He then pulled the photo down and continue with his work…or lack of work. He was really just delegating duties to the other members of the club.

"Hello, everyone!" Ms. Nekonome said cheerfully as she entered. "Working hard, I see!"

"Most of us," said Ben, eyeing Gin.

"Well, why don't you all take a break? I've brought snacks," said Ms. Nekonome as she handed them all snacks.

"Sensei, this fish is raw!" Ben exclaimed.

"It tastes best fresh!" Ms. Nekonome answered. "Oh, Kurumu-chan, this letter was left in front of the classroom for you."

Kurumu took the letter and read the envelope. "Wonder who'd send me a love letter?" It was from someone calling himself her secret admirer. What she found, however, was a set of photos of her…dirty pictures. Some of them showed her in her underwear. '_What!?_' She also found a note telling her to meet the sender at the Monster Tree in the main schoolyard. Kurumu quickly disposed of the items in the trash.

"Hey, what's wrong, Kurumu?" Ben asked.

"Oh, nothing!" Kurumu denied. "Anyway, guys, I gotta go! I just remembered I have something to do!" She made a rush out of the clubroom.

"Wait, but the deadline!" Moka yelled.

"She's already gone," Ben sighed.

"Hey, let's just finish without her!" said Yukari. "We don't need a ditcher!"

Ben flinched when he heard that, recalling the things he'd done in the past. He ditched out on numerous things before simply because he thought they were boring or not any fun. He tended to abuse the Omnitrix now and then when he was a kid. One such instance led to him meeting Kevin Eleven and their heated and downright malicious battles which followed up to Kevin's imprisonment inside the Null Void. Last he heard the guy had managed to escape and even get his human form back. What he was up to since then, no one knew.

"Kurumu-chan…" Moka murmured. As they continued to work, Moka recalled the first time she and Kurumu met. "I wonder if…she really does consider us friends."

"Moka?" blinked Ben.

"I mean the only reason she joined the club is to be close to you, Ben," said Moka. "I doubt Kurumu-chan even does consider me a friend. Maybe…"

"You shouldn't be quick to distrust your friends without reason," Ben argued. "I've met my share of people who didn't seem like much or definitely not friend material, but in the end they're some of the people I'd trust my life with."

"Oh?" asked Yukari. "Like who?"

"Well, let me tell you about Tetrax…" Ben began.

* * *

Kurumu followed the directions to the Monster Tree. The piece of foliage had definitely earned the name since it looked like an actual monster rather than just a simple tree which grew to look somewhat strange. Not many people went near it most days since there was a rumor going around that it actually was a monster who was just sleeping. Others say they had stepped inside its mouth and nothing happened. However, in a school where nothing was as it appeared, lots of people didn't like to take chances.

"Come on out, creep!"

"Oh, how mean, Kurumu-chan." Kurumu looked up to see a teen with brown hair that covered over one eye and freckles with a camera in hand. He looked like one of those greasy types who you never wanted to talk to because you knew something wasn't right about them. The creepy grin the guy had on his face certainly amplified the effect. Kurumu felt dirty just by how he was looking down on her.

"Who are you!?" she demanded, ready to pounce and attack.

"Forgotten about me, already?" the teen snickered. "I'm Nagare, one of your fans. You once asked me to take photos of you."

"Oh, yeah!" Kurumu remembered. Back when she had her harem plot going on, she asked the guy to do a photo shoot for her so she could get her image going around and boys would try to meet her in person so she could charm them. Now that she had met Ben, she didn't need that anymore and had simply forgotten about him. Apparently he hadn't forgotten about her though. "So, it was you who took those pictures!?"

"Yup, and if you don't want me to spread them all over school, you'll spend the day with me!" said Nagare.

Kurumu scowled. She really didn't want those dirty pictures to be spread. She'd be having perverts from all over the school coming after her. Not to mention all of the girls would think she was some kind of call girl. What else would everyone think if someone spread photos of her in her underwear all over the school? She already spread sexy photos of herself once already. "O…OK."

"Now, all you have to do is dress up in any cosplay of my choice and pose for pictures. First the gym clothes, then a school swimsuit, then a maid and…"

* * *

Eventually Kurumu returned to the club room, but she never felt so humiliated in her life. Nagare had a whole wardrobe of cosplay outfits ready to be used. Apparently he had been putting a lot of thought into his little plot. She didn't mind dressing up…so long as Ben was there to appreciate the view, but Nagare's perversely grinning face made her feel sick and dirty. She was just glad that he was done with his stupid photos and she could get back to work.

"I'm back," she sighed as she entered the room, trying to look like nothing was wrong, but the stares she was receiving certainly weren't making her feel better.

"And just where were you?" Yukari frowned, her hands on her hips like a scolding mother.

"I was…dealing with something important," Kurumu answered. "I…I'm sorry it too so long."

"That's okay," Moka sighed. "We got most of the work done already."

"Oh…okay," the succubus nodded.

"Just try not to get tangled up next time," Ben added as he and the rest of the group headed for the door, hoping to relax in the dorms for a while. "We need everyone on this and we're getting close to the deadline."

"Got it," Kurumu nodded solemnly.

As everyone left, Kurumu walked over to the final draft of the school newspaper, "They really did get it all done." There wasn't much left to do but select which articles would go where and put the paper together. Now Kurumu felt even worse. She had at least hoped that something would be left for her to do, so she could make up for some of the time she had wasted dealing with that slimy jerk and his perverse photography. Now she really wished she could have punched his lights out, but then he would have just spread those damn photos.

"Why so glum Kurumu-chan?"

Kurumu whirled around to see Nagare grinning with that stupid grin and leaning on the side of the door frame. He looked as smug as ever.

"You!" the succubus snapped, staring daggers at her fellow student. "Thanks to you now everyone thinks I ditched work!"

"Hey, you're the one who decided to leave so to protect your own reputations. Pretty selfish if you ask me," Nagare shrugged guiltlessly.

"You were the one who snuck to my window so you could take those photos!" Kurumu shrieked, just itching to beat that smug grin off of his face.

"Maybe, but no one's gonna believe that considering your little harem plot in the past," Nagare laughed. Gripping his camera, his grin became a little wider. "Now, about tomorrow…"

"Woah, hold on! There's not gonna be tomorrow!" Kurumu hissed "I posed for your stupid photos already! Deal's over!"

"Well, for those photos anyway," Nagare shrugged. "But you know, these cosplay shots I got are pretty good. It would be a shame if I lost some, but I made lots of copies so I can afford to lose them anyway. But I'm just so clumsy so I might drop some again and again and never know where they might end up."

"Nnnnnn!" Kurumu hissed. "Fine! Just don't you dare spread those photos! I'll be back at the Monster Tree so you can take more."

"Clever girl," Nagare laughed as the blue-haired girl stomped past in her anger and shame. Gazing around the room, his eyes landed on the final draft of the school paper done up in an envelope. Seeing it brought another sinister smirk across his face as an idea came to him. Walking across the room, he grabbed the envelope and began to examine it.

"Final draft huh?"

* * *

The next day…

"It's gone, it's all gone!" Moka panicked.

"Even all the data's been deleted!" Yukari added.

"And we worked all day on it yesterday too!" added Ben.

"How unfair…" Mizore frowned.

The group had returned to their clubroom, ready to put the paper together for submission to Miss Nekonome who was in charge of printing them up for distribution. However, arriving at the clubroom, they discovered their final draft missing and all of the data on the computer to be deleted. Everyone had put a lot of work into getting the work done on time and the feeling of despair was pretty heavy in the room. They didn't want all their hard work to have gone to waste, but that's what it looked like.

"We've got no choice people! We're working on a deadline now so all we gotta do is to do it all over again!" Gin ordered. Ever since he had joined the newspaper club since he first came to the school, he had never missed a deadline. Sure, he slacked off now and then, especially since he became the president, but you could always count on him to get the paper done on time and ready to print. He hadn't missed a deadline before, and he wasn't going to do so now!

Kurumu knew, of course, who was behind this. '_Nagare! That jerk!_' That slimebag wasn't content to just mess with her alone and blackmail her into getting his perverted photos. Now he seemed to be drawing pleasure from messing with her fellow club members too. Enough was enough! She might have been willing to go through with the photos, but her pride and reputation wasn't worth letting all of their hard work go to waste. Snarling, she dashed for the door, leaving a trail of dust.

"Kurumu-chan, where are you going!?" Moka shouted, but Kurumu did not answer. "Kurumu-chan…"

"Forget her, that ditcher!" Yukari snapped. "We have work to do and we have to do it fast!"

"Something's not right," Ben frowned.

* * *

**Monster Tree**

"Nagare, you slimy bastard! Come on out!" Kurumu shouted as she showed up at the Monster Tree again. As expected, Nagare was sitting on one of the branches with that stupid grin on his face. In one hand he was holding his camera, all polished and ready for use. In the other, he was holding the final draft of the school paper. His grin just bragged how he thought he had her right where he wanted her. It wasn't too hard to figure what he wanted with that stupid look on his face.

"Looking for this?" he smirked, waving the envelope around carelessly.

"Give that back!" she demanded.

"Oh, and why should I? Unless of course you're willing to do something for me in return…" Nagare said lecherously.

Kurumu trembled. "Just…give it back."

"Why don't you get on your knees and beg? How about you do it naked too?" Nagare chortled. His finger was already going to his shutter button, thinking she would submit like she did for his photos. However, he then quickly produced a lighter instead, bringing it close to the envelope as he began playing with the igniter. "Now, off with your clothes Kurumu-chan!"

"What?!" the succubus cried out.

"Off with your clothes, Kurumu-chan!" he laughed, "Or say bye-bye to this piece of garbage. Honestly, I could write better articles in my sleep! And this photography? Shameful!"

That did it. "It's not garbage! It's something me and my friends worked so hard together to make!" She let loose her wings and flew straight at Nagare. He was taken by surprise as she snatched the draft out of his hands. "Yahoo! Got it!"

"Oh…now you've done it…" Nagare snarled as a sort of tendril came out from his neck. "Take this!" He started to pump out some sort of weird gas. Kurumu coughed.

"W-what is this!?" Kurumu shouted.

"I was just going to take photos, but maybe I'll just take the whole thing! And when you're unconscious, you can't stop me!" He drooled, his teeth becoming spread apart as his whole body began to sag and droop like there weren't any bones in it.

"No…" Kurumu moaned.

* * *

**Clubroom**

"Desu!" Yukari cried.

"What is it?" asked Ben. Yukari was just tossing out some melon bread wrappers which Moka had gotten from some vending machines so everyone could have something to eat. Apparently something had shocked her something fierce.

"Look at these!" the tiny witch cried, bringing over several…candid photos of Kurumu in varies sets of underwear. She seemed to be totally unaware that she was being photographed. Ben blinked in shock before the witch pushed a letter on top of the photos. "There was a letter too!"

Ben picked up the letter and scanned over the words, his eyes widening in shock as he finished. "I don't believe this. Someone was blackmailing Kurumu! He was going to pass these all over school if she didn't meet up with him!"

"WHAT?!" the collected members of the club cried out, scrambling to read over Ben's shoulder. Sure enough, the threat was written on the paper. Everyone quickly began to feel disgusted that someone was willing to do such a terrible thing to their friend. Even Gin. He may have been a pervert, but what he saw or what photos he collected stayed with him alone. He never passed photos along and he never told anyone anything about what he may have seen.

"Do you think that's why Kurumu ran out like she did?" asked Moka. "She knew who stole the draft of the paper?"

"Monster Tree," Ben read in the letter. "Moka, do you know where that is?"

"I do," the pink-haired vampire nodded. "I'll take you there!"

Ben and Moka dashed out the door on a mission to help their friend. Mizore and Yukari were close behind, but Gin had quickly caught them both by their shoulders, dragging them back into the room. "Sorry. I'm all for helping Kurumu, but we need to get this done! If that guy did steal it, he may have destroyed it just to make Kurumu listen to him. If he still has it and we can get it back, then we can finish up later. Right now, we have to be prepared for the worst!"

"Desu!" Yukari pouted.

"Jiiii," Mizore stared longingly at the door.

* * *

**Monster Tree**

Kurumu felt like she was in a nightmare. At the moment, she had locked herself inside of the equipment shed, huddled in a corner with the draft of the school paper in her arms. The gas that Nagare produced was definitely potent. Her wings felt like lead so she couldn't fly and her vision was swimming slightly. If she had inhaled any more of the gas then she would have been out cold and at Nagare's mercy. Last she checked, the boy seemed pretty damn determined to take her in every way possible.

"Damn it…" She felt so weak and helpless. "Ben…everyone…help me…" she began to sob.

"Nowhere to run, Kurumu-chan…"

Kurumu's eyes widened as she scrambled away. She saw slime coming in through under the door and saw a pair of eyestalks and a scary grin. The organism alone looked like a pile of snot and Kurumu thought she might gag at the sight of him. "Here I am…Kurumu-chan…"

"W-what are you!?" Kurumu demanded. She didn't want to sound afraid, to at least show courage despite the fact that her odds didn't seem so good at the moment. She wouldn't give the freak the satisfaction in making her look weak and himself look powerful.

"Oh, just a slimy slug monster," said Nagare, and he really did look like a huge monster of a slug with his grin as he left slime as a trail. His eye stalks easily scraped the ceiling of the shed and the grin filled with large rectangular teeth made him look like a nightmare to her. "Now, don't be shy. Let me a give you a hug!"

Kurumu's courage failed as she let loose a scream. Normally slimy slugs weren't all that scary…if you were prepared. They specialized in terrifying people and loved to do it as often as they could. Needless to say Nagare was doing quite well with his people's favorite pastime.

"_Ben! Over there!"_

"_I see it! Going hero!_"

Suddenly, the door was smashed off its hinges with the item in question slamming into Nagare and dropping him flat underneath it. Kurumu looked up to see Fourarms huddling at the doorway, poking his head inside to see just what the slimy slug monster had been so interested in. His eyes instantly went to Kurumu, seeing her huddled in a corner.

"Kurumu, are you okay?" Fourarms asked, his yellow eyes showing relief.

"Ben…" Kurumu smiled. That was when the door shifted as the organism underneath it groaned, dealing with the sudden impact.

"Ew…" Fourarms grimaced, suddenly seeing the slug sliding out from under the door and the trail it was leaving behind. "What the heck did I drop the door on?" He watched as Nagare slid out from under the door and managed to turn himself around, glaring at him with his crooked teeth and extended eyes. "OK, that is just gross."

"Don't interfere!" Nagare lunged at Fourarms, sticking to the Tetramand's body. However, it was quickly proven that while Nagare was tall in his true form, it was only because he was standing on tip-toe figuratively speaking. Fourarms was proving himself much taller as he tried to pry the slug off of his torso. However, he was revealing himself to be just as sticky as he was slimy as Fourarms tried to get a good grip on the monsyter.

"Hey, get off me!" shouted Fourarms as he stumbled back, trying to peel Nagare off. "You slimy little freak, get off me!"

"KURUMU-CHAN'S MINE! MINE! MINE!" Nagare shouted as he continued to stick to Fourarms. He began to secrete some sort of acidic slime which began to burn through Fourarm's clothes. Panicking, Fourarms managed to grab Nagare and toss him off. The slug monster landed heavily on the dirt some feet away. Groaning, he managed to ooze himself upright, facing off against Fourarms once again.

"That was my favorite shirt!" Fourarms snapped, revealing the fabric have been melted away and ripped red muscle underneath.. "Alright, time to-" FLASH! "Beat…you…down?" Ben looked himself over and then glared at the Omnitrix. "Do you enjoy doing this or something?"

Meanwhile, Kurumu was still in the shed, holding the draft protectively. She was shivering from the experience. Usually a succubus would be able to fly away from any kind of scary situation, but being forced inside of an enclosed space with her wings feeling like lead had been a somewhat frightening experience. It was this frightened girl that Moka found as she entered while Ben and Nagare took their fight elsewhere.

"Kurumu-chan!" Moka exclaimed as she dashed towards her friend. "Are you okay?" She knelt beside Kurumu. "You're not hurt or anything, are you?"

"Moka…" Kurumu had tears in her eyes.

"You've risked everything to save our newspaper. I'm sorry I doubted you." Moka slowly hugged Kurumu. "We found the photos that were being used to blackmail you. Kurumu-chan. You shouldn't have tried to deal with something like this yourself. We would have helped you no matter what."

"Oh…Moka…" Kurumu sobbed. She knew she should have had more faith in her friends and asked them to help. But those photos were so embarrassing and her damn succubus pride in dealing with clingy men probably helped her make her decision. Now she wished she just came clean and told what her problem was. Ben probably would have liked those photos anyway…damn hindsight.

They then heard Ben's voice, screaming, "GIRLS! I KNOW YOU MIGHT BE HAVING A MOMENT IN THERE BUT I SERIOUSLY NEED SOME HELP! ARGH!!!"

"That's Ben!" Moka gasped. "Kurumu-chan!"

"I know. That slimy worm is gonna pay for messing with me and my friends!" Kurumu's wings and claws were out, her adrenaline having flushed the last of Nagare's gas out of her system.

Ben was jumping around, dodging Nagare's slime attacks as the slug monster spat at him. The Omnitrix was still in the red. He was running out of time to live faster than the Omnitrix was recharging. However, years of dodging attacks as a regular human gave Ben the experience to stay alive more than long enough to let the device recharge. However, it seemed that Nagare was used to targets that would run away. While Ben was kept busy dodging blasts of slime, the slug monster had managed to get in close.

"DIE!!!" Nagare roared and Ben screamed as he was about to be body slammed by the slug. However, at the very last minute, he was snatched out of harm's way and in Kurumu's hands.

"Kurumu?" Ben blinked.

"What would you do without us, Ben?" Kurumu smiled before depositing him safely a safe distance away. Moka joined them too, with the draft f the newspaper in her hands. Of course, Nagare took notice of her right away.

"Oh, Moka Akashiya too! That's great! I'll take pictures of you too!" Nagare cheered. He immediately started drooling as his eyes began roving over Moka's form unashamedly. It made the pinkette shudder in revulsion. Just one look and she already wanted to take a bath.

"Fat chance, you perverted, slimy, disgusting piece of fish bait," said Ben, trying for the banter. "You've really crossed the line now!" The Omnitrix beeped for a few seconds more, still in red, before returning to green. The face lifted up, revealing a new form. The new alien looked like an alien made of slime and Ben grinned. "OK, let's see you handle this!" He slammed his hand onto the Omnitrix.

FLASH!

"Goop!" The new alien was all green with green eyes and resembled slime in a humanoid shape. Its arms and legs were thick and looked heavy. In the centre of its chest was the familiar Omnitrix symbol which went with all of Ben's forms. Floating above Goop's head was a UFO-like object.

* * *

**Omnitrix Encyclopedia**

**Polymorph A.K.A. Goop**

_These beings come from the planet Viscosia and through some strange quirk in evolution, their minds and bodies are two separate organisms. The body of a Polymorph is in fact an all purpose ooze which can be manipulated into doing just about anything. The mind of the Polymorph is in fact the metallic object which hovers nearby. The goo itself can become acidic to the touch while the metal craft can cut through dense materials easily. One weakness does exist in their beings. Should the goo be too far away from the central mind, it will become inert and impossible to manipulate until the mind comes close enough again._

* * *

"Eew…" Kurumu and Moka grimaced.

"Come on, you know it's cool," said Goop, his voice sounding very high and child-like. "Alright, fish bait! Let's dance!"

Nagare lunged at the transformed Ben who dodged using his now flexible slime-based body. "Miss me!" Goop taunted. Nagery snarled and unleashed another swing of his slug body. "Miss me again!" Growling, Nagare started shooting balls of slime at his enemy. "Ooh, so close! You're getting warmer! And now you're cold!!!"

"RARGH!!!" Nagare roared as he unleashed a cloud of gas.

"OK, that's gross," said Goop.

"Ben, that gas will knock you out if you breathe it in!" Kurumu warned.

"Now she tells me!" While he wasn't one hundred percent sure that this new form needed to breathe, he didn't want to risk coming into contact with the gas. After all, his actual body was in the UFO that hovered above the ooze. The green slime was just an extension of him. The confusion was understandable because in forms like Upgrade, it felt like he was still breathing even though he wasn't. His trip up to space as a ten year old certainly clued him in on that. To that end, he backed away from the smoke, hoping that none of it went too close. Who knew what kind of effect it could have on him in this form?

Kurumu was now beyond pissed off. She was upset, embarrassed, scared, and downright angry! Hurting her was one thing, but hurting her friends and trying to destroy the precious work they did together was completely unforgivable. Her eyes glowed with an evil red light as her aura rose.

"LEAVE BEN ALONE!!!" Kurumu roared, catching everyone's attention for a moment. All of a sudden reality seemed to warp all around them. Of course, Nagare didn't seem to notice since he was too busy trying to kill Goop so he could get to his action with the two girls.

"Huh!?" Moka gasped, feeling the energy that her friend was giving off. It was way more powerful than normal!

'_It's her true power!_' Moka's rosario spoke, '_A succubus is not only able to Charm her victims with her gaze, but is also able to cast illusions. It seems that in her rage the succubus has awakened her potential._'

Nagare felt the earth tremble beneath him, which gave him pause. Looking around, he saw the Monster Tree beginning to groan and growl. To Nagare's horror, the eyes of the tree began to light up with a monstrous glare as its roots tore themselves out of the ground. The Monster Tree lashed out, trapping the increasingly terrified slug monster within its grasp.

"Nooo! LET ME GO!!" Nagare screeched as he was pulled closer to the Monster Tree's widening mouth.

"Now…as a close friend of mine likes to say…KNOW! YOUR! PLACE!" Kurumu shrieked, diving down at the screaming slug monster. Her razor-like nails slashed through his slimy body, making his pain become very real. Trashing and writing in pain, his gas production was halted and what gas was made quickly dissipated into the air. Goop didn't need more of an invitation that that. Collecting his slime into a large ball, he shot forward with the speed of a bullet. Nagare was too busy being wrapped in the illusion of the Monster Tree chewing on him to dodge. The orb of ooze smashed into his face, knocking several teeth out and rendering him unconscious. The slime and UFO splattered into the ground before there was a flash of light, returning Ben to his proper form.

"That's what you get for messing with my friends," Ben frowned, hoping that the illusion had been as terrifying as it looked from a distance, if not more so.

* * *

The aftermath hadn't been pretty. Nagare was immediately turned in for what he tried to do and Miss Nekonome reported that he would definitely be expelled. The headmaster did not take kindly to someone blackmailing his students or trying to rape them. What happened to Nagare after that depended on what the slime slug leaders decided. Although she reassured them that despite of their fondness for scaring humans, not all slime slugs were as horrible as Nagare was.

Kurumu was accepted back into the club with open arms. However, even with the return of their draft, the club had to work like crazy to get the copy of the paper ready. Miss Nekonome had come to get the paper ready for printing and found the club all asleep with the finished copy ready to be handed over. Gin was slumped over on his desk, drooling much like a dog would. Ben was leaning back on his chair, Moka and Kurumu both burrowing into his sides. Mizore slept with her back against Ben's legs while Yukari had her head in Moka's lap.

"It seems their friendship was as strong as it ever was," Miss Nekonome smiled as she collected the original copy of the paper. "They've all earned this break."

* * *

Ten-Faced Paladin A/N: I totally feel for the newspaper club! A lot of work went into making this new chapter so soon!

Kamen Rider Chrome: All I did was the skeleton. Most of the credit goes to my partner!


	10. Cousin to Vampire

Disclaimer: Neither Ten-Faced Paladin nor Kamen Rider Chrome own Ben 10 or Rosario+Vampire. If you haven't figured that much out by now then there's no hope for you.

Ben 10 + Vampire

By Ten-Faced Paladin and Kamen Rider Chrome

Chapter 10: Cousin + Vampire

In an undisclosed location, several black clad figures were seated with a projector shining upon a screen. The projector was showing an image of none other than Ben. Most of the figures in the room seemed to be less than interested in what was being shown. However, they had been asked to be there and they couldn't refuse from one of their own. Especially since their leader was also present. They couldn't refuse after hearing that.

"His name is Benjamin Tennyson and he's a foreign exchange student from America," a female explained. She was standing near the projector, manning its operation

An arrogant male voice snorted, "So? He's just a gaijin monster. What's so interesting about him?"

"This," the female continued to explain, showing slides of Ben in his various 'monster' forms. "It seems to me that this Benjamin Tennyson doesn't have a set monster form. He is able to shapeshift into a variety of monsters of unknown species."

The first slide showed Ben as Fourarms, then as Ripjaws, then as Diamondhead, then as Humongosaur and then so on. The slides showed all of Ben's monster forms. In each one of them he was fighting one of the other students in the odd case one of the members of the faculty like Kotsubo or Ishigami. The slides also gave some idea as to the abilities which each of Ben's alien forms held, but many in the room felt that they only scratched the surface.

"What is that emblem on his chest? It seems present on all of his monster forms," said the male voice.

"We are unsure, but witnesses claim that before Tennyson assumes his monster forms, he touches his watch," said the female. "It could just be a limiter seal and he was deactivating it to transform, but due to the inconsistency of his forms, I am unsure."

The male contemplated before speaking, "Have him watched. I want to know more about him. He's not an outcast Ayashi, that's for certain. He's likely some sort of shapeshifter who can mimic the forms of other creatures. An onimodoki or a doppleganger."

"An onimodoki would be weak, sir, so that is unlikely."

"So, what else is known about him?" the male voice asked.

"He is a member of the Newspaper Club. It seems they've revived with new members. The members consist of Yukari Sendou, Kurumu Kurono, Mizore Shirayuki and Moka Akashiya."

"Those eyesores?" Yukari had been known as a trouble maker, Kurumu had been known as a seducer, Mizore had attacked a teacher and finally Moka…Moka was very popular. To the man, any student who drew too much attention to themselves was an eyesore. "And joining the newspaper club. We should pay them all a visit."

* * *

It was another average day at Youkai Academy and things were going smoothly. It was in the morning hours in which the Newspaper Club would pass out their newest editions for the student population at their school. Despite the craziness of the slug monster which almost got their latest edition destroyed, they managed to get it done on time and ready for publication. The front page article was all about the beloved Hitomi Ishigami and her insane beliefs on art making her petrify several students. At the front of the stand was the guy who found her out, Ben Tennyson.

"Extra! Extra! Read all about it!" Ben called. "Popular art teacher, Hitomi Ishigami on the lam for kidnapping and petrifying female students! Read all about it!"

Moka giggled at Ben's enthusiasm as he passed out newspapers and took payment for each one. "You seem to be enjoying things here, Ben."

"Yeah, never thought I'd enjoy being part of the school newspaper," smiled Ben. "Of course maybe it's the company."

Moka blushed at what he was implying.

The story of how Hitomi Ishigami kidnapped and petrified those girls was hot news and everyone wanted to know all about it. Moka and Ben were becoming celebrities themselves for being the ones to expose Hitomi's crime.

Kurumu and Mizore glared at Moka but continued with their work as did Yukari. However, things were about to take a turn for the worse as the mood grew cold. Ben looked to see the students stepping back and making a path for a group of students who did not wear the standard green uniform. Instead, the men were dressed in black and white coats as the girls were dressed in black and white jackets. Ben cocked an eyebrow at them and also at the other students who seemed fearful of them.

"Who gave you all permission to distribute newspapers here?" the male in the lead, a blond with long hair, pale skin and dots for eyebrows, demanded.

"And who wants to know?" Ben retorted.

"The Student Police Committee," the blond answer. "I'm Kuyou, the leader."

"Well, people call me Ben Tennyson. Nice to meet you. How about a paper?" Ben said, holding up a paper.

Most of the students gasped and murmured at the audacity Ben was showing but the Omnitrix's wielder was unfazed. Kuyou and his gang were just bullies and nothing more. Kuyou smirked and snatched the newspaper away from Ben's hand before leafing through it. With a snort he dropped it on the ground and stomped on it.

"Garbage," Kuyou said. The rest of the Student Police snickered. "Tear the stand down," he ordered.

The other members of the group began to move forward with the intent of following their leader's orders. However, Ben stood his ground and raise his hand over the Omnitrix, prepared to go into action. "I don't think so!" His green eyes met with Kuyou's cold eyes as they stared each other down. The other members of Kuyou's group gave pause, knowing about Ben's ability to change into various forms.

"Wait! Hold on! Time out!" A new voice cried, breaking the standoff. Gin appeared on the scene in a blur of speed as he pulled Ben back and began bowing repeatedly in front of the pale leader of the Student Police Committee. "Sorry about my subordinate. He's new so he doesn't know all the rules!"

"Gin!?" Ben hissed.

"What are you doing!?" Moka gasped. The rest of the girls' eyes narrowed at their president. Where was the gung-ho leader who was so passionate about the Newspaper club? This guy was practically begging for mercy from the leader and looking like a real wuss in the process. The Gin they knew wasn't some kind of wimp who would bow to anyone. Maybe it was Ben's experience with people like Vilgax, Dr. Animo, Eon, and others, but he didn't see what was so scary about Kuyou.

"At least one of you knows how to show respect," Kuyou smirked. "Now, remove this stand before I have my people do it for you."

"Right away, Kuyou sir! I'm on it!" Gin nodded. "Come on, everyone! Let's pack up! Hurry!"

Ben could only glare at Kuyou's smug expression as he reluctantly packed up their things and carried them back to the clubroom.

* * *

Returning to the clubroom, everyone was in a sour mood. They had been trying to sell the papers they had made, but now it seemed that al of their hard work was going to waste thanks to Kuyou and his cronies. Of course, most of the group was upset at Gin at how he had folded like a wet towel in front of the group, especially when they hadn't done anything wrong in the first place. Before anyone could complain to him though, Gin turned to the group with a dire look on his face.

"You should not oppose the Student Police!" Gin exclaimed to his club members. "That's practically suicide!"

"What's the big deal? They're just the disciplinary committee," said Ben.

"Ben, you don't understand. The Student Police aren't simply a disciplinary committee. They've been given permission to arrest and punish any students as they deem fit!" Gin answered.

"They can't do that!" Kurumu shouted.

"Actually, they can," said Yukari, reading a part of the student handbook which detailed the Student Police. "Right here. If they even suspect a student has committed a crime against the school, they can arrest them and have them locked up indefinitely."

Ben frowned, but he had to remember this was a monster school. Different rules had to be applied considering how violent some monsters could be, requiring swift and decisive action. Still didn't make it right, though.

"And Kuyou's the worst of them all. He sees himself as the law and anyone who goes against him is to be punished." Gin shivered.

"You have experience with them," Ben guessed.

"Let's just say they're the reason I was the only member of this club before you joined," Gin answered. "Just promise me you guys won't go against them."

"I'll try, but no promises," said Ben. He had experience with bullies, especially the likes of JT and Cash who would torment him just because they felt like it. Kuyou had the same look on him, someone who took advantage of others just because he was stronger than them in one way or another.

"Ben, I'm not kidding!" Gin cried.

"Neither am I," Ben frowned angrily. "Those guys are what my Grandpa Max would call fascists. They force people to follow their lead, no matter what they have to do. They may be the authority here, but I was never known to respect authority."

"And we'll be right there with you!" Kurumu beamed, hugging Ben's face to her chest.

"That's right," nodded Mizore.

"Thanks, girls," Ben said once he pulled away from Kurumu's chest. "We'll just continue to do what we do."

"Ben…" Gin sighed. This was not going to be pretty.

* * *

At night, Ben would leave his room and do training on top of his dorm. While he relied on his alien forms in a tough fight, he simply couldn't rely on the Omnitrix all the time. Without it he was just human. His Grandpa Max and Gwen had been training him for the past 5 years and while not a black belt like Gwen, he knew how to defend himself. He was presently performing a kata Gwen had shown him.

Ben had read a lot about the school rules, one of them being that no human was to be allowed in the school…alive. The Student Police had the authority to kill any human 'spy' regardless of why they had appeared in the school. Luckily for Ben, he had the Omnitrix so the issue of him being accused as a human was a none issue. However, the students wondered what sort of monster he was since he kept changing. Some said he could run as fast as a werewolf, others said he was a golem, and a few even said he was some sort of fire demon from hell. Regardless of the rumours, there was no evidence to prove he was human to the students. Plenty of students had seen him change.

The Omnitrix still had the whole timing out problem. It would sometimes time out at the most inappropriate time, causing Ben to be at a disadvantage. Then there was the problem of him turning into the wrong form at the right time. He learnt this was the Omnitrix's way of overriding his choice since it knew which form was the right one for the situation. What was not a problem was the new forms he kept getting. He suspected that the Omnitrix was reacting to the amount of demonic energy in the air and the more intense energy it was exposed to, a new form would be unlocked the counter. He knew that he had access to a lot more aliens than he had right now due to his visit to the future. Just when would be unlock all 10,000 his future self had access to? Buzzshock, Spittor and Articquana would make good additions in his situation right now but Azmuth only told him to learn on him own. Ben just guessed the old Galvan just forgot and didn't want to be embarrassed.

As Ben continued to perform his kata, he thought back to all the adventures he had in Youkai Academy alone. His old school hadn't been this exciting, but then again none of the students at his old school were monsters in disguise…as far as he knew. The first fight he had in Youkai Academy was against Saizou to save Moka, only for Moka to show him her true form when he accidentally removed her rosario. Then he ended up having to fight Kurumu but he didn't harm her, merely incapacitate her. Following that was a fight against three scaly bullies when saving Yukari. During the Club Festival, he had to fight those mermaids. And then all the fights that followed, involving the Love-Love Alliance, and the one against Kotsubo, the one against Hitomi and the last one was against that slug guy. It seemed that each day was an adventure when in Youkai Academy.

That was why Ben needed to be stronger. The alien forms he could assume had their own strengths but they also enhanced what already existed.

* * *

The following day, the academy's bus was dropping off a new addition to the school. Unlike some trips, this wasn't for a group of new students. Rather, it was for a single student who managed to transfer in with a recommendation to the Headmaster himself. Coming to a stop near the scarecrow/bus sign, the doors opened so that the new student could leave.

"Remember, girl," said the creepy bus driver. "Youkai Academy is a very scary place." Laughing in his creepy/sinister way as the newest student got off; he shut the doors and pulled a U-turn before going through the tunnel again.

"Grandpa's cooked scarier things," the girl sighed to herself as she looked around. Really, the place only looked like a big Halloween park of some kind. She had seen way scarier things than this exotic scenery. She didn't see all that much to complain about…save for how short the school uniform's skirt was. That she would have to deal with at a later time though. Hefting her bags over her shoulders, she began her trek towards the school. "Now where is that dork of a cousin of mine?"

* * *

Ben yawned as he entered the school gate. He'd lost track of time and slept late last night. Thus, he only had a couple of hours of sleep. He had gotten too into the movements, trying to keep a level head concerning the actions of the Student Police. Every time that arrogant smirk of Kuyou's entered his fast it just served to get him riled up. He hated bullies with a passion, which was understandable considering the amount of torment he went through under JT and Cash. Although, since that incident with the Forever Knights and their plot to replace the President with a robot they'd backed off somewhat.

Walking past the gates, Ben was suddenly met with a pair of hands over his eyes. Normally one's first reaction would be panic, but considering Ben's experience with how Mizore, Yukari, Kurumu, or even Moka would often come at him from behind with a flying hug, he decided to try and figure out who it was this time. '_Feminine hands, about my height not feeling cold and not biting my neck already. So that means…"_

"Hey, Kurumu," Ben greeted sleepily. Strange, she wasn't pressing her chest into his back like she usually would.

"Wrong answer, Ben!" the female giggled. Ben's eyes shot wide as he took the hands off his eyes and turned, stunned at the appearance of the person.

* * *

Kurumu, Yukari and Mizore were running to school, hoping to catch up to their object of affection. The marathon had started when Kurumu had finished a new batch of cookies she wanted to give to Ben. Of course, Yukari then showed up with her usual remarks of how it was hopeless for a 'cow' like her to keep a man like Ben when he had Moka and Yukari herself. Mizore suddenly appeared from her hiding place, mumbling about how she would make such a better choice. Moka had attempted to calm them down, but the girls' anger wouldn't be satisfied and thus they began a charge straight for school in yet another bid to make Ben their own.

However, when they got there they saw Ben hugging a girl so blatantly. At first they had thought it might be Moka, but that thought was quickly discarded when they saw that this new girl's hair was a deep red colour rather than Moka's usual pink. Of course, that just made it worse in the eyes of the girls since Ben had run into the arms of some other woman they didn't even know about. Kurumu growled as her nails threatened to lengthen into razors again. Mizore's hands became covered in ice, turning into claws while Yukari frowned and gripped her wand threateningly. Their anger only boiled for a moment, a record high, before breaking out.

"BEN!!!" the three girls cried out loudly, charging towards their common love interest.

"Huh?" Ben let go of Gwen before he was surrounded by all three girls.

"Who's this girl!?" demanded Kurumu.

"Where did she come from!?" demanded Mizore.

"And why were you hugging her!?" Yukari demanded.

"So, these are those friends you've been telling me, huh, Ben?" Gwen snickered softly. Like her Grandpa Max, she had also been receiving letters from Ben concerning his adventures in Youkai Academy. She had heard al about the four girls who were competing over Ben's heart. From what she could tell from Ben's descriptions, the three girls who were upset with her cousin were Kurumu the succubus. Mizore the snow woman, and Yukari the witch. As amusing as it was to watch her cousin get the third degree from the girls, she decided to try to resolve the situation…in a minute or two.

"Girls! Girls! It's not what it looks like!" Ben tried to calm the three girls down. He knew full well what these girls could do when they were upset and thus decided for his own safety to try and explain the situation before it got out of hand. "This is Gwen and she's-"

"Ben's cousin!" Moka exclaimed as she appeared. She was slightly winded from having to chase after her friends, but had managed to arrive to see the redheaded girl and Ben talking to the others. Of course she recognized Gwen from the photos that Ben had shown her of his relatives. Instantly stepping forward, she introduced herself. "Hello, I'm Moka Akashiya and I'm Ben's friend." Moka extended a hand in friendship.

"Gwen Tennyson," replied the redhead as she took Moka's hand, shaking it firmly. "And unfortunately I'm this dork's cousin."

"Hey, I thought we agreed you'd never call me a dork again," frowned Ben.

Yukari gasped in realization. "You're Ben's cousin! The one Ben said was a witch too!"

"Well, I'm no master, but I know a few things," smiled Gwen. Before Yukari could press for further details out of a fellow witch, the warning bells from the school went off, signalling that classes were about to begin.

"We better get to class," said Ben. "We're going to be late for homeroom."

* * *

After homeroom, Gwen was surrounded by her cousin's harem. They really wanted to get to know Ben's cousin despite his protests.

Gwen was placed in Ben's class and so far she was enjoying the experience. She may be a human like her cousin but her powers made sure that would not be discovered. Grandpa Max had told her about all of the academy's rules. Still, she was proven to be popular enough as several boys in the classroom paid rapt attention to her as she introduced herself. Ben bristled slightly, his protective family instincts coming in, but he reminded himself that Gwen was able to take care of herself easily.

"So Gwen, you'd know a lot about Ben since you're cousins, right?" asked Kurumu with a grin.

"More than I'd like to know sometimes," Gwen laughed slightly. "The stories I could tell."

"I'd rather you didn't," Ben grimaced. "So what are you doing here anyway?"

"Well, after your last bunch of letters with the psycho teacher and that freak slug guy who tried to hurt Kurumu, Grandpa was worried that something might happen that got you in over your head," Gwen explained. "So I volunteered to transfer in and cover your back if something did happen and your girlfriends weren't here to lend a hand. Grandpa had several connections with the Plumbers to help me get in."

"They're not my girlfriends," Ben flushed slightly.

"But we want to be!" Yukari added with a smile, making Ben groan and Gwen giggle.

"Wow. Ben's never been this popular with girls back home," she smiled as she looked to her embarrassed cousin. "So Ben, just how were you able to charm all of these girls anyway? Don't tell me you actually learned some moves at long last."

"Gwen…" Ben sighed. He had been expecting the teasing, but it still didn't make it any easier to deal with.

* * *

Gwen proved to be quite intelligent in all the classes and athletic in gym class. She did, however, show reservations about the bloomers but she told herself, "When in Rome…" and got into them. They were snug and showed off her legs which boys were drooling over. Ben frowned as he heard many of his male classmates hoot and holler over how hot the new foreign student was. While he and Gwen had a few disagreements, he cared a lot about her. That was proven when he had to rescue her from Zombozo and also discovered how creepy Ghostfreak could be.

When the final bell rang, Gwen wanted to go to the Newspaper Club with him to see for herself what it was like. After reading about how much fun her cousin was having in this club of his, she wanted to experience it first hand.

* * *

"Welcome to the Newspaper Club, Gwen Tennyson!" Gin grinned, holding a bouquet of flowers out to the new foreign transfer student. Somehow, he had heard all about the new arrival to Youkai Acadmey. Hearing it was a girl, a pretty foreigner to boot, he pulled out all of the stops to make himself look good in Gwen's eyes. "I'm Ginei Morioka, president of the Newspaper Club…"

"And the academy's infamous peeping tom," added Ben.

"Ben, we agreed never to talk about that," Gin whispered.

"Stop being such a pervert and I will…" Ben retorted.

"Thanks," Gwen accepted the flower, smiling. She was honestly flattered, but she had dealt with guys like Gin in the past. Confident, suave, and tended to not take no for an answer. She knew how to deal with them, even if this one was really a werewolf. "So, aside from publishing the school newspaper, what else do you do in this club?"

"Well, we cover a lot of news in the school," boasted Gin.

"That's our job," Ben corrected. "You just sit on your butt looking at your 'collection'."

"I'm the editor so that's what I do," Gin said firmly.

"If you did any work at all I'd have more respect for you," argued Ben.

Normally Ben might not have been this harsh on Gin since the perverted werewolf had been punished for his actions with the whole peeping episode…not that it stopped him. However, Gwen was Ben's cousin and he didn't want his club president to try anything with her. Even if Gwen had her powers and could easily take care of herself, Ben was still protective of her. He didn't want the werewolf to pull any stupid stunts with her like he had with other girls.

"Details…So, Gwen-chan, are you thinking of joining?" Gin asked hopefully. He was always hopeful for another cute girl to join his club. Of course, being with the hot new foreign girl was a great way to spend the afternoon to him.

"Maybe," shrugged Gwen, "Though I do want to look around the school."

"Then look no further, for I will give you the grand tour!" Gin announced.

"Oh, no you won't!" denied Ben. "If anyone's giving Gwen a tour it's gonna be me!"

The girls were just happy knowing that Gwen was Ben's cousin, otherwise they would have been jealous with how he was arguing with Gin over her.

* * *

In the HQ of the Student Police, Kuyou was looking through a new file. It was in regards to the new transfer student. Usually he didn't personally look at the files on students unless they were involved in an investigation of some kind. However, his interest was sparked when he heard that the new girl was in fact a transfer from America and even Ben's cousin. "So, this is Benjamin Tennyson's cousin," read Kuyou. "I can see the resemblance. They have the same eyes."

"Her name is Gwendolyn Tennyon and we've heard she's a witch," said one of Kuyou's subordinates, "At least that's what one of our spies reported."

"Have her watched along with Tennyson," ordered Kuyou. "I want you to report the full extent of their abilities. They may make fine additions to our group."

"Recruitment, sir?" one of his subordinates questioned. "But Tennyson disrespected you."

"True, but I saw something in his eyes. There's this conviction that I see myself having," Kuyou smirked. He saw it in Ben's eyes. He had no fear of Kuyou, something which almost every other person in the school did have. Even his own subordinates were afraid of him. However, Ben Tennyson lacked that fear and was actually prepared to fight him if he had to. That kind of courage and determination could mean trouble for Kuyou…unless he harnessed it for his own means. "And also his power is one that should be used to benefit the school."

* * *

The Newspaper Club decided to have an impromptu welcoming party for Gwen. The girls took this chance to get to know Gwen better in order to score points with Ben. It was great since Kurumu made cookies that everyone shared. Originally, she had intended for just Ben to have them but she still loved to see him appreciate them even if she had to share them with the others.

"So, Ben," Gwen began. "Have you told them about all your adventures?"

"Y…yeah," Ben answered nervously. The reluctant and unsure answer only served to make Gwen smirk. She could tell that he hadn't. Some of their past adventures during that fateful summer five years ago had been quite embarrassing. Well, as his cousin, she had the responsibility of making sure Ben didn't have a big head from retelling his successful adventures.

"Oh, so you won't mind if I told them about the time we found the Fountain of Youth," Gwen spoke. Ben paled.

"The Fountain of Youth!?" Yukari gasped. "It's real!?"

"Sure is…or was," said Gwen. "You see, Ben got soaked and he turned into a cute little five year old!"

Ben blushed.

"So, was he cute?" asked Moka.

"Yup, and the temper tantrum he threw as Heatblast was explosive!" Gwen laughed.

Ben wished he could go and hide right now.

"Then there was the time you thought you broke my laptop so to pay for it you entered a wrestling competition as Fourarms!" Gwen continued, "In the end he found out I was using a finger print scanner to make sure Ben here didn't get his grubby hands on it!"

"Hey, I was doing it for the right reasons…even if I was being dumb," said Ben.

"Oh, and remember that time you turned into Grey Matter to find a rare Sumo Slammer card!" Gwen added, "And then the time you were stuck as Grey Matter and nearly got yourself dissected!"

"You nearly got dissected!?" Moka exclaimed.

"He was trying to get into this slide at the water park and messed with his watch so he would be tall enough to get on, but instead of growing tall he grew small," Gwen explained.

"Like you haven't done anything embarrassing, huh, 'Lucky Girl'?" Ben smirked, turning the tables on Gwen.

"I was young," Gwen made an excuse.

"Oh, if you had the opportunity you'd dress up and play hero again," Ben chuckled.

"Hey, not all of us can shapeshift, Ben Tennyson," Gwen glared.

"At least your powers are on all the time. As for mine I gotta wait till they recharge!"

"Well, that's what happens when you work with magic. Always with a trick up my sleeve," said Gwen. "Like…" Pink/purple energy wrapped around her hand and then it extended to grab a nearby cup and pull it into her hand. "Like so."

"Show off," snorted Gwen.

"This from the kid who used to yell 'who's your hero'?" Gwen retorted sharply.

* * *

After the party, the gang went their separate ways. Ben and Gwen were taking the scenic route back to the dorms so they could catch up just between the two of them. Since they both lived in the same town and not too far from one another, they tended to be rather close even when they sometimes didn't want to be. "So, how do you like Youkai Academy so far?" asked Ben.

"It's just my first day, but I love it already," grinned Gwen. She meant it too. No one cared if she had actual powers or not. Everyone in the school did when you got right down to it. She was just one person out of many rather than a nail just waiting to be hammered down. "I can show off what I can do and not get branded as a freak. It's very liberating."

"Just don't let anyone know you're human," Ben warned.

"Noted."

"Yukari's been looking forward to meeting you," Ben said. The tiny witch had been terribly excited to meet Gwen at long last. Because of the rule about revealing your true form at the school, there was no way to tell if there were any witches or similar people at the school. Add that with the stigma of being one of the so-called border races and pretty much no one would admit to being one.

"No wonder she was staring at me all starry-eyed," Gwen recalled. It had been rather cute to see how the younger girl was looking up to her already.

"So, you still have Charmcaster's old magic book?" Ben asked.

"Hey, it's a trophy from my own arch-enemy, Mr. Hero. Of course I've kept it, but I've already memorised all the spells. Maybe…I need to pass it down."

"Yukari would be a good person to pass it down to. She'd kinda immature, but weren't we all?"

"And speaking of which, I can't believe what a lady killer you've become. A vampire, a snow woman, a succubus and a little witch. How come you weren't as smooth back home in Bellwood?"

"Well, back then I had to hide what I can do, but here…well, like you said. I don't have to worry about being treated like a freak."

"So, which girl is your fave? Is it Moka? Or is it Kurumu because of her large…"

"Assets," he interrupted, "And no way am I gonna brag about my love life to you."

"Ooh, love life! Didn't know it was that serious!" Gwen laughed. "I wonder which one. Hmm. Moka seems to be a good girl for a good relationship. Then again, Kurumu seems perfect for your personality in some ways Brash, forward, completely unapologetic sometimes. Of course, Mizore seems to have her head on straight, looking for that future family and all. Say, you aren't into younger girls like Yukari are you?"

"Enough already!" Ben sighed. He should have known better. With so much ammunition ready to use, Gwen was probably going to tease him for a long time to come. Add in the antics some of the girls got into when they tried to get his attention and Gwen would have infinite ammo. Seeing the dorms up ahead, Ben almost sighed in relief. He would be free from the teasing soon enough. "Here are the dorms."

"It looks…desolate," spoke Gwen as she saw the place. It looked like a slum.

"Monsters have different aesthetic tastes," Ben excused. "So, hope you enjoy your stay. I have to go."

"See you tomorrow, cousin," Gwen said.

* * *

Gwen officially joined the newspaper club the following day and working on the horoscope column. "This looks like a good day for Librans," Gwen stated as she typed up her column. Gwen had actually picked up astrology as a hobby before she got into martial arts. Since she had an actual magic spell book complete with diagrams and such, she had a good grasp on how to tell the future. At least in a generic sense.

"Nice work, Gwen-chan!" grinned Gin as he put a hand on Gwen's shoulder, only for Ben to pry his hand off painfully.

"Hands off the cousin," Ben warned.

"Ben, as much as I appreciate you looking out for me, but I can take care of myself," Gwen sighed. This was turning out like that time a boy had left a letter in her locker, asking for a date. Ben had tried to go Wildmutt so to track the guy down by scent and dissuade him. The sad thing was that the sender had written his name at the bottom of the letter and Ben had completely missed it when he had snuck the letter away as Grey Matter.

"I know, but you gotta be careful in this school," Ben warned, recalling his numerous fights with students and even teachers who didn't look too threatening but turned out to be rather dangerous.

"He's right," Moka agreed. "You don't know who you can trust, Gwen."

"Yeah, true, but Ben has no problems trusting you. He does let you suck his blood," Gwen pointed out.

"Yes, and I can't have enough! His blood is exquisite! I'm even craving for it now!" Moka giggled, pretty much losing her train of thought as she put her hands on her cheeks. Ben's blood was a unique delicacy which she could never get bored with.

"Hey! I need my blood right now!" said Ben, edging away with his hand to his neck. Moka had already gotten him that morning, much to Gwen's amusement. Of course she then called out on Ben's desire to hang out with a vampire when he was younger and asked why he seemed so stressed. It served to make Ben's face turn red despite having lost blood to a happily sighing Moka. "Sorry, Moka, but I don't think I'd want to be bitten right now."

Moka frowned, pressing her index fingers together. "I understand…"

"Ben!" Kurumu glomped Ben from behind. "How about you let me suck on you…"

Thunk!

Kurumu went down from an ice kunai to her forehead.

"Don't be lewd," warned Mizore as she wrapped her arms around Ben from behind. "Ben…" she cooed.

Gwen giggled. "You've got a lot of colourful characters attracted to you, and I don't mean the hair colour."

"Thanks for the help," he muttered sarcastically.

* * *

Gwen and Ben once again walked back to the dorms together. However, in the middle of their path was Keito.

"Hello again, Benjamin Tennyson," Keito greeted. With her were three other girls who were wearing the standard uniform and not the Student Police uniform like her.

Gwen whispered to her cousin warily, "Is she another one of your admirers?"

"No," Ben replied. He asked, "What do you want? Did Kuyou send you?"

"Kuyou-sama asked me to extend an invitation to you to join the Student Police," said Keito.

Ben cocked an eyebrow. "OK, rewind a sec. The creepy guy who wanted to tear down our newspaper stand wants me to join him?"

Keito scowled at the way Ben spoke of Kuyou but calmly recomposed herself. She answered, "It's in your best interest to join us and Kuyou-sama's offers are rarely declined."

"So, basically you're just forcing Ben to join your gang," Gwen stated. "And if he doesn't accept…"

"Not many live to refuse further," Keito finished for her.

"So, it's either join or die," Ben concluded. "Tempting, but I'd say…no."

Keito sighed, as if she'd expected it. "How unfortunate. Your power would've been useful to our cause but now you must die." Keito snapped her fingers. "Girls!" The three girls changed their form as butterfly wings sprouted from their backs and masks appeared over the upper half of their faces with pointed noses and insectoid eyes. Antennae sprouted from their foreheads as well.

Keito also began to change. Her limbs shifted and changed while more erupted from her abdomen, giving her the appearance of a humanoid insect. A large abdomen swelled from her backside while her mouth erupted in slimy mandibles. A wicked grin was still visible on her face despite the alterations to it.

"EW!!!" Ben and Gwen grimaced in disgust.

"Wait a sec! I thought students weren't allowed to change into their true forms!" shouted Ben. Of course very few students obeyed that rule. However, as a member of the Student Police, Keito should follow the rules to set an example.

"The Student Police are exempt from that rule!" Keito laughed.

"How convenient," muttered Gwen.

"Girls, get them!" Keito ordered.

Gwen's eyes narrowed as her eyes glowed violet. "Ben, I'll take care of the Butterfly Brigade. The big ugly is yours."

"Alright!" nodded Ben. The cousins split up to engage their enemies. The three butterfly girls lunged at Gwen. She waited and erected a square barrier made of mana. They crashed into it the wall and fell in a heap.

Ben stared Keito down and activated the Omnitrix. "You wanna fight? Let's even up the playing field!" Keito watched as he twisted the face of the device, causing different holograms of creatures to appear standing on it, before stopping. He then slammed his palm onto his choice. There was a blinding flash of green light and when the light died down Ben's new form was revealed.

"Spidermonkey!" Ben's new form called out as he hopped around. He resembled a blue furred monkey with four arms and four eyes. Basically, he was a physical hybrid of a spider and a monkey, hence the name. He cackled and howled like a monkey as he taunted Keito.

Ben had discovered this new alien by accident when scrolling through the Omnitrix's selection of aliens.

* * *

**Omnitrix Encyclopedia**

**Arachnichimp A.K.A. Spidermonkey**

_This blend of arachnid and simian hail from the world of Aranhascimmia. They hold the capabilities of sticking to walls and creating webbing from their tails. They are also very agile and quick on their feet. These residents of the universe seem to be on the playful side rather than purposefully aggressive. That much is evident in the transformation, but the only weakness may be a mentalone in which Ben seems to become more childish or easygoing about a situation he's in._

* * *

"Ack! Ack! Ack!" Spidermonkey cackled as he hopped around. Keito hissed and lunged at Spidermonkey. Spidermonkey hopped away and clung to the branch of a nearby tree. "Too slow!"

"Get down here!" Keito roared.

Gwen, while outnumbered, was not outmatched. The three butterfly girls were being beaten by her not just by her powers but by her karate skills. She kicked one in the stomach before punching another across the face while elbowing another in the chest. She then fired a beam of energy at them, entrapping them like cattle with a lasso, and whirled around, smashing them against a tree. She wiped the sweat off her brow. While Gwen would never get into a fight at school, this was different.

Keito and Spidermonkey were grappling with each other, trying to subdue the other. Spidermonkey used his superior strength and pushed her against a tree. Keito scrambled away to escape a tree shattering kick from Spidermonkey. "Running away?" Spidermoneky cackled, "And you were talking so big before!" Keito spat a stream of venom at Spidermonkey who leapt away to avoid it. The acid burnt into the ground, causing the area to bubble and sizzle.

Spidermonkey lunged at Keito who spat webbing at him. He bounded out of the way and stuck to a tree. "Nice webbing! Try mine!" He aimed the tip of his tail and fired a string of webbing that hit Keito in the face. "Nice! Now I don't have to look at you ugly mug!"

Keito ripped the webbing off her face and hissed at Spidermonkey before chasing after him. They both jumped around the trees, with Keito giving chase with her claws out to rip him to pieces.

"DIE!!!" Keito swiped at Spidermonkey who ducked. He wrapped his tail around a branch and swung himself upwards, slamming both his feet into her chin. Her head snapped backwards. Spidermonkey then swung back down, slamming his heels into her head and smashing her to the ground.

Keito struggled back to her feet, in pain. Hissing, she prepared to attack again but then ended up trapped in a purple ring of energy that pinned her arms to her sides. The ring was connected to a beam connected to Gwen's hand. At the redhead's feet were the groaning bodies of Keito's underlings who had been easily swatted by the female Tennyson. Smirking, Gwen waved, before spinning around and around. Keito screamed as she was spun around by Gwen. With one final swing, Gwen sent Keito flying into the sky.

Ben returned to human form and inquired, "Nice distance. Where did you send her?"

Gwen shrugged.

* * *

Kuyou was in his office, reading, when all of a sudden something smashed right through his window, spilling glass all over his floor. He looked from his book to see Keito, an injured mess, lying on his floor.

"You failed," he said simply before returning to his book.

Keito just groaned in pain as she cursed, "Damn…those…Tennysons…"

* * *

KR Chrome: There are going to be consequences for Ben and Gwen's actions. You see soon enough. Hope you enjoyed this chapter, fellas!

Ten-Faced Paladin: Cutting it off here so to keep you in suspence. Hope you like it.


	11. Kevin to Vampire

We do not own Ben 10 or Rosario + Vampire. We are writing this for fun. Anyone who thinks otherwise is grossly misinformed.

**Ben 10 + Vampire**

**By Ten-Faced Paladin and Kamen Rider Chrome**

**Chapter 11: Kevin + Vampire**

"So, you're a new student, huh?" the bus driver asked as he drove the bus through the tunnel. There was only one passenger. He was a young man with a muscular build and bad boy personality with black hair. He was dressed in the Yokai Academy uniform but without the tie and had replaced the green jacket with a black leather jacket.

The passenger snorted, "Not by choice."

"Well, either way, you better be careful. You may get eaten," the bus driver warned.

The passenger smirked, "I'd like to see them try."

The bus driver snickered as he blew some smoke from his nostril. So, this one was a tough guy eh? He'd seen a fair few during his time at the school. Usually they either were chewed and spat out, faded into obscurity, or for the rare few, made names for themselves. Not many tough guys lasted very long before the real tough guys got a hold of them. It would be interesting to see how this newest tough guy would do, considering the reputation he had. As it stood, he already had a history with a few of the students at the academy already.

The bus stopped near the scarecrow and the driver said, "Here's where you get off, kid."

The passenger got out of his seat and walked out the bus. He looked around, taking in the sights. Dark, gloomy, and no vegetation. Animals all seemed scrawny, dangerous, or poisonous. Tombstones littered the area and the school itself looked like a haunted house. All in all, the perfect place for monsters to hang out. Whoever designed the place knew what he was doing. The student cast a glance out to the sea before shrugging. "Meh, I've seen worse."

Hefting a travel bag over his shoulder, he set out towards the school.

* * *

Class started up and everyone was talking as usual as Ms. Nekonome got her papers in order. Ben was rubbing his neck, having been tagged by Moka yet again. Kurumu was staring holes in Ben's back as she had another fantasy of the pair of them together while Mizore kept sending glances back at the American boy, sending an icy kiss when she caught his eye. Gwen was calmly looking over her notes from her previous day, making sure she was caught up. As the catty teacher got the last of them ready, the class grew quiet, knowing that disobedience made her a bit…testy. Seeing that all of the students were silent and waiting, Ms. Nekonome broke out into a wide smile and began to talk to her class.

"Students, we have a new transfer student coming to join us," said Ms. Nekonome cheerfully. "I hope you make him feel welcomed. The door slid open and the new student entered. A few girls swooned at his appearance, but most of the boys gulped at his tough guy appearance. "I'd like you all to meet Kevin Ethan Levin!"

Ben and Gwen's eyes widened in shock. "KEVIN!?" the Tennyson cousins shouted.

"So, the Tennysons are here too, huh?" Kevin smirked roguishly, instantly recognizing the pair despite not having seen them for some time. "Ain't it a small world?"

"Ara? You all know each other?" asked Ms. Nekonome. She blinked again before she broke out in a wide smile. "Oh this is so good! Then Tennyson-kun and Tennyson-chan can both help guide Levin-kun around the school and help him find his way!"

"What?" Ben groaned. Gwen just sighed and rubbed her temples. And the day had been looking so good that morning. Meanwhile, the girls of Ben's unofficial harem just blinked in confusion.

* * *

Class ended for lunch and Ben quickly got to business. He and Gwen as a united front grabbed Kevin by the arms and dragged him out of the room. The delinquent didn't protest as he went along. He figured something like this would happen so he might as well get it out of the way so he could continue with his parole. Dragged outside, Ben and Gwen brought him to the Monster Tree, one of the few places the school had for privacy before finally letting him go.

"Okay Kevin," Ben frowned. "Just what the heck are you doing here?"

"And it had better not be because you're looking for a score either," Gwen added.

"Relax, I'm not here to cause trouble," Kevin replied. "Your grandpa and his Plumber buddies busted me and some clients back in Bellwood. Since I'm still a minor, your grandpa offered me a choice of punishment. Either I get an express trip back to the Null Void for a length of time or I pack my bags and head off to school. Since I did the Null Void thing once already, I figured why not give regular school a try. I just didn't figure it'd be a school for aliens."

"Monsters," Ben corrected. "Not every non-human species is from outer space."

"Probably, but almost all of them are," Kevin shrugged. "Anyway, you guys don't cause me any trouble and I won't cause you any trouble. Deal?"

"But what if you cause trouble for someone else?" asked Ben with a suspicious frown.

"Violates my parole here," Kevin answered. "But if they come after me on their own, then I have full right to defend myself. Your gramps said so himself."

Snickering, Kevin adjusted his jacket and walked off, leaving the two Tennysons behind. Ben frowned and clenched his fists. He didn't expect to see Kevin here of all places. He had definitely changed since he got out of the Null Void too. Back in his human form and who knows what kind of abilities he possessed now. Ben silently promised himself to keep an eye on his old enemy and make sure he upheld his end of the parole.

"Ben!" a voice cried out, signally the four girls running towards him.

"You want to explain or should I?" asked Gwen.

"Might as well make a team effort out of it," Ben sighed.

* * *

Ben and Gwen were going to bring the girls up to speed on Kevin. It was going to be a long story.

"So, Ben, how do you know the new kid?" asked Kurumu.

Ben rubbed the back of his neck. "Where do I start?"

"The beginning," suggested Gwen.

"Oh, right. Well, it was during the summer when I found the Omnitrix. We were making a stop in New York and that was when I met Kevin…" began Ben.

"After going off on your own when Grandpa Max told you no," added Gwen.

Ben frowned but continued, "Kevin, when I met him, I thought he was cool. He could absorb energy and use it for himself. He showed me by absorbing electricity and shooting it out of his hands. I then realized that he was a crook who didn't care about anyone but himself. When we fought, he absorbed some energy from the Omnitrix and turned into hybrid versions of the aliens. After I beat him, we thought we saw the last of him, but we were wrong. When we saw him again he could turn into any of the original ten aliens from the Omnitrix and was using those forms to frame me. I nearly got myself killed because of him. Then, he mutated again and became a hybrid of all ten of my alien forms. He even blamed me for what happened. Each time we met, we fought and I won. The last time I saw him was in the Null Void." After finishing his story, he looked to the girls for reactions.

"What's the Null Void?" asked Kurumu with a raised eyebrow.

"It's what the Plumbers, the guys who make sure aliens on Earth don't get out of control, use to keep criminals incarcerated. Basically, it's a pocket dimension where criminals are dumped for a term," Gwen explained.

"So he's an actual criminal?" asked Mizore with a tilted head.

"More or less," Ben shrugged. "He says Grandpa busted him and instead of sending him back to the Null Void, he got sent here. Knowing Grandpa, he's probably thought we could use the backup or something. Though, why he sent Kevin of all people I'll never know."

* * *

Kevin munched down some snack he'd bought out of a vending machine as he explored the school. Since he was on a parole and didn't want to get sent to the Null Void again, he had decided to make at least a minor effort and playing the responsible student. Having grown up a street rat, he didn't get much of an education when he met Ben and his relatives. Of course, since cruising the galaxy and escaping the Null Void, he picked up a lot of technical know-how. He couldn't tell you the history of his home country or name all of the presidents, but he could dismantle a Galvan space drive and put it all together again. He could negotiate like a pro and he was also well-versed in the economy since he had to know these things for some of his deals when he wanted a fair price.

Speaking of aliens though, Kevin had to admit that this school was pretty unique. Everyone there was a non-human, but their disguises were top-notch. He didn't know what kind of tech they were using, but he wouldn't mind getting his hands on it to sell to some of his more...physically unique clients. He was positive that the students were all aliens, but he also knew that some non-human species were on Earth for so long it was hard to tell if they were aliens or not.

Walking past some of the tombstones, Kevin suddenly stopped when three punks emerged from the trees, each snickering with wide grins on their faces. Their teeth were triangular and sharp, probably meaning either their disguises sucked or they were getting ready for a fight.

"Hey, new kid," one of the thuggish students said, getting in Kevin's way. "Me and my buddies here heard that you were wandering around so we decided to help you out and teach you how things worked around here."

Kevin cocked an eyebrow. Punks always did attract punks, wanting to see who was top dog over all. Well, that was just fine with him. Better yet, they challenged him first so he could let loose without worries. "OK, teach me then." He then let his hand grip one of the tombstones. "But I should warn you that I'm not a very good student."

* * *

"And knowing Kevin, it won't be long before he does cause some kind of trouble," said Ben.

"I could spy on him if you want," Mizore volunteered, leaning her head against his shoulder. Ben shivered a bit.

"That's OK, Mizore. You don't have to."

"I don't mind," she said, smiling.

* * *

The last of the thugs dropped to the ground with a groan, reverting back to their human forms. Kevin stood among them all; his entire body looking like it was made of stone. Oddly, it seemed to be the same kind of stone which had made up the tombstones that littered the area.

Kevin looked at the beaten thugs and heaved a sigh, the stone melting away to his regular skin and clothing. This wasn't even a challenge even when they took their true forms which looked like goblins or something. "Tennyson's tougher than you guys."

He heard the sound of applause and turned around to see a guy in a black coat with pale skin, long blonde hair, and dots for eyebrows.

"What do you want?" Kevin asked.

"To welcome you to Youkai Academy. I am Kuyou of the school's Public Safety Committee, but we're also known as the Student Police. I heard that you know Ben Tennyson pretty well."

"Oh, me and Tennyson go way back."

"Interesting. So, tell me, what do you know of Tennyson and his abilities?" asked Kuyou.

"It depends on how much you'll pay me," responded Kevin. Kuyou's brows furrowed but he kept calm.

"Let's just say if you don't tell me what I need to know, your stay here can be quite…unpleasant," Kevin stated, a threat hidden in his words.

"Been there, done that," Kevin said offhandedly, recalling the Null Void. "Sorry, but I kinda made a deal with someone to not squeal about Ben. It's kinda the reason why I'm here."

"Well, then we'll be seeing more of each other, Mr. Levin," said Kuyou before he turned and walked away.

* * *

It had been nearly a week since Kevin transferred in and Ben was getting jumpy. The infirmary had receiving several beaten students a day courtesy of Kevin, but they were all thugs who wanted to prove they were tough and thus challenged the American punk. It definitely proved Kevin had gotten stronger since their younger days. Ben had wanted to fight Kevin out of sheer instinct, but since he technically wasn't doing anything wrong, he couldn't do anything about him.

As Gwen was headed to the library, she heard someone call. "Yo, Red!"

Gwen sighed. "Great…"

"So you're supposed to be a witch from what I heard," Kevin said. Gwen turned to face him.

"Yes, though I prefer the term sorceress," Gwen retorted.

"I don't believe it. I believe the little girl who's obsessed with Tennyson is a witch since she dresses the part but not you," Kevin said. Suddenly, he found himself trapped by a pink beam created from Gwen hand

"Does this change your mind?"

"Neat trick," he murmured. "Sorry, but if you rode on a broom then I might believe you."

"What do you want, Kevin?" Gwen said as she rolled her eyes and let him go.

"Nothing, I just want to talk. I mean, sure you're related to Ben, but at least you're smarter than him," Kevin told her.

"Oi!" Both Americans turned to see a bunch of tough looking punks. One of them asked, "Are you Kevin Levin?"

"What if I am?" Kevin said

"Rumor has it you want to prove you're the toughest guy here. Well, let's just say we want to see it ourselves."

"Really, alright but not in the hallway. Too narrow. Let's take this outside," Kevin said

"Fine!"

"Later, Red," Kevin said to Gwen.

Gwen frowned as she watched him go, muttering, "He's up to something, I swear."

* * *

The school day ended as usual. When Ben opened his shoe locker he found a letter. "What's this?"

"What's that, Ben?" Moka asked curiously.

"Looks like a challenge letter," concluded Mizore.

Ben frowned as he opened up the letter and read. "It's from Kevin. I should've known."

"So, what are you going to do?" Yukari asked.

"Well, he challenged me, and I know that in this school when you get challenged you have to accept. I'm going!"

One of Kuyou's spies was watching the exchange. They then disappeared to report this new development.

* * *

"So, you came, and you brought along your entourage," said Kevin. They were in a clearing in the forest that surrounded the school. Tombstones littered the ground in random spots.

"Yeah, I got your letter," said Ben as he showed the letter before shoving back into his back pocket. "So, this is what you wanted, huh? Why now?"

"Just felt like it." The American punk shrugged.

"Still, a challenge letter is oddly formal," Ben added as he stepped forward.

"Hey, when in Rome," Kevin cracked his knuckles as he faced Ben. "It's time we settled this, Tennyson. Once and for all."

"I agree," Ben frowned as he activated the Omnitrix. Kevin knelt down and touched the ground, absorbing its properties as his entire body became covered in a soil-colored layer. In this state his strength and durability were enhanced beyond human limitation.

"OK, time to go Humongosaur!" Ben slammed his palm onto the Omnitrix. In a flash of green light he was transformed into…

"Ditto!?" Ditto looked himself over. "Stupid watch…"

"Well, this is going to be easier than I thought." Kevin clenched his fists and then charged straight at Ditto.

Ditto yelped before he split himself into several clones that ran around Kevin. Kevin looked at the diminutive aliens and rolled his eyes. "Is this your strategy? Running away?" He punched one clone who got in range and the pain was felt by the other Dittos as they cried out. "Oh, I see. This is good," grinned Kevin.

"Ben!" Moka gasked.

"What's happening?" Kurumu questioned.

"Ben told me that all the Dittos share pain!" Yukari explained. "If one gets hit, the others feel it too."

"Now Kevin knows he doesn't have to beat all of them, but just one of them," grumbled Mizore.

"Dogpile! Dogpile! Dogpile!" the Dittos chanted as they jumped onto Kevin and hooked their arms around his arms, legs and neck.

"Get off me!" Kevin shouted as he tried to throw the Dittos off me. "I said get off!"

Throwing off the Dittos, Kevin took a moment to catch his breath. Absorbing the qualities of the soil wasn't helping him at this point. He could still feel the punches from when the Dittos were fighting him. Spotting one of the tombstones which were littered around campus, Kevin grabbed it, shifting from dirt to solid rock.

"How's he doing that?!" cried Kurumu.

"That's what I wanna know," one of the Dittos grunted as they got to their feet.

"I suppose I can explain since I know about the Omnitrix," Kevin shrugged. "My body has the ability to absorb matter and copy it. The more dense and tough the material is, the stronger and tougher I get. Sweet deal huh?"

"Just like how you used to absorb energy," Ditto recalled.

"Exactly, only now I got better control," said Kevin.

Ditto frowned and recalled all his clones before he returned into the form of Ben in a flash of green.

"Giving up, Tennyson?" asked Kevin. "You're no fun."

"No, I'm not giving up," remarked Ben. "Time to reintroduce you to an old friend!" He activated the Omnitrix. "Say hello to Fourarms!"

Ben slammed his hand down, hoping to turn into Fourarms, when the hologram suddenly changed at the very last second.

"Swampfire!"

The new alien was humanoid with green skin and a black head and 'hair' that looked like flames. "Not again…" Swampfire groaned. The Omnitrix ALWAYS threw him curveballs. Even in its new form it always changed him into an alien different than the one he planned to turn into.

Kevin looked at the new alien. "Never seen that one before."

"A lot has changed, Kevin," Swampfire remarked.

The two then charged at each other and began to exchange blows. The girls watched. Moka frowned nervously.

"Just like old times, huh, Benjy?" Kevin taunted.

"Yeah, it is," retorted Swampfire. He threw a punch but Kevin dodged and punched him in the chest creating a hole. However, the hole quickly sealed up.

"Well that's a neat trick." Kevin admitted. Swampfire then threw a punch but is surprised to see fire shoot out of his fist. The surprise move made Kevin duck.

"Okay, I take it back. _That's_ a neat trick," Kevin said, surprised that a plant could shoot fire.

"So, what do you call this?" Swampfire responded before he burrowed himself underground.

"Hey, where are you, Tennyson!?" Kevin demanded.

**BOOM!**

The ground beneath Kevin's feet exploded as flames blasted out, throwing him through the air. Swampfire rose from the ground, a grin on his face.

"Surprise, Kevin!" Swampfire greeted.

* * *

**Omnitrix Encyclopedia**

_Methanosian A.K.A. Swampfire_

_These people hail from the planet Methanos. They are living swamps which produce methane from their bodies, making them less than loved by species of the universe which have sensitive noses. They have the ability to ignite the methane gas and send streams of fire from their palms. They are able to regenerate from nearly any wound and even have superhuman strength. They have such great regenerative powers that they can manipulate their bodies for purposes such as burrowing underground or slipping out of confined spaces._

* * *

"This is like Wildvine and Heatblast all rolled into one!" said Swampfire happily. And then the Omnitrix emblem beeped as it flashed red. "Crud!"

**FLASH!**

"Well, looks like you're out of juice," remarked Kevin. He then resumed his original state. "This is what I was hoping for."

"Yeah, but even like this I can still take you," declared Ben hotly.

"We'll see, Benjy."

* * *

Gwen had sensed a disturbance and left the library to investigate. She sensed two familiar energy signatures clashing.

"I knew this day would come," she sighed. Guys like Kevin didn't give up so easily, especially when their targets were in sight.

* * *

Ben and Kevin were back in human form and trading punches. A punch from Kevin sent Ben stumbling back but Ben recovered to slam his fist against Kevin's face. Kevin then hit Ben in the stomach. Ben doubled over but recovered as he stood up and hit Kevin in the chest with his punch. They were bleeding from the nose and mouth, with bruises forming on their faces.

"Looks like you _can_ fight without the Omnitrix," grinned Kevin as he wiped the blood off his lips.

"I'm not the same kid you met all those years ago," said Ben, panting.

"Yeah, you grew up pretty well. You had everything I didn't have growing up." Kevin sneered. "Family, friends, people who care about you…"

"Hey, you made your choices and paid for them. Don't pin them all on me!"

"I'm not, but you're my only outlet!"

"Take up a hobby then."

"This is my hobby!"

The two charged at each other and threw their punches at each other.

There was a short pause as they broke apart.

"Tell me Tennyson; have you EVER wondered why your granddad, let me go as lightly even though I tried to kill you in the past?" Kevin sneered actually struggling to get up.

"How should I know?" Ben snapped

"I heard a very interesting rumor. Apparently both my real father and your Grandpa Max were Plumbers," Kevin said. "Apparently he decided to give me a 2nd chance in honor of my father's memory."

"Memory?" Ben said

"Oh that's right. I didn't tell you my mother remarried and, unfortunately, my step-dad really didn't like me enough to keep me."

"Sorry," said Ben sympathetically.

"Save it!" Kevin then jumped and kicked Ben hard in the chest. This sent him reeling backwards, right into Moka.

Ben fell against Moka and his fingers hooked onto the rosario cross on her neck. It came off with a snap.

That would be when Kevin would meet his worst nightmare. The sky turned blood red as bats flapped around, screeching. His eyes were on Moka as she was bathed in a crimson light. Her skin became paler, her hair turned silver, and her eyes narrowed before the irises turned blood red and the pupils became slitted.

Kevin gulped. As hot as this girl was, she was definitely one scary customer.

"So, this person beat you, Ben Tennyson?" Moka-sama asked Ben who was sitting at her feet.

"Yeah, sorry," Ben apologized.

Moka-sama snorted as her eyes fell on Kevin. He smelled like a human, and something else. It was curious to her, but she definitely held no fear of him. Then again, since he did beat Ben albeit in his own human form perhaps he was worth some interest. She then approached him causing Kevin tense up. This girl looked tough. Of course since she wasn't human, he had to be careful.

Kevin acted quickly and touched a tombstone, absorbing its properties. With his skin rock-hard and his strength increased, he was ready for anything.

"What are you waiting for?" Moka-sama taunted. "I'm waiting. That is, if you're scared, Kevin Levin."

Kevin punched at Moka-sama but she effortlessly swatted his fist away. He tried again only to meet the same result. Kevin continued to throw punched at Moka-sama, who yawned as she used a single hand to deflect his blows. "Is that all?" she asked. There was strength to him for sure, but no skill. He was obviously a street fighter with no skill beyond his genetic abilities. That said, Moka-sama had seen enough. Rearing back her leg, she unleashed her now infamous catchphrase.

"KNOW YOUR PLACE!"

**POW!**

Kevin was launched into the air before he crashed, leaving an imprint of his own body on the ground. He twitched for a few seconds before finally going unconscious.

"Was that necessary?" Ben asked Moka-sama. She threw a glare at him. "Nevermind."

Kurumu and Mizore were poking at Kevin while Yukari happily drew on his face with a marker.

* * *

Gwen was not happy when she arrived at the scene of the fight. Ben was bruised and bloody along with Kevin who had childish doodles on his face. After giving her cousin a stern talking-to, she and the other girls dragged him and Kevin to the infirmary where they could get their wounds treated. Kevin was quickly roused to consciousness while Ben was fretted over by the girls save for Gwen.

"Satisfied?" asked Ben, mentally prepared to fight again.

"OK, I lost, but I can at least say this," Kevin sighed, rubbing his head and feeling the bandages covering his cuts.

"What?" Ben said to his enemy.

"You're not the toughest one here. She is," Kevin said, pointing to Moka. "Now, if you excuse me, I got places to be." Kevin did a mock bow as he walked away.

"When do you think he'll notice Yukari's doodles on his face?" asked Mizore.

* * *

KAMEN RIDER CHROME: And THAT'S how Kevin joins the cast. Wonder what happens next? Find out soon, dudes!

Ten-Faced Paladin: Now the trio is complete. What's going to happen next? Well, that's for us to know and for you to find out.


End file.
